Common use of Public Offering Clause in Contracts

Public Offering. (a) In connection with the public offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection The sale of the Securities to the public shall --------------- commence as soon as you deem advisable. We will not sell any Securities until they are released by you for that purpose. When notified by you that the Securities are released for sale, we will offer to the public in conformity with the public terms of offering set forth in the Prospectus or Offering Circular, such of the Securities to be purchased by us ("our Securities, we authorize you, in your discretion (i") as are not reserved for our account for sale to determine the time of Selected Dealers and others pursuant to Section 5. After the initial public offering, to change the public offering price and the concessions concession and discounts to dealers after the initial public offering, to furnish the Company with the information to discount therefrom may be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected changed by you ("Selected Dealers") and by notice to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you and we agree to a smaller proportion at the request of be bound by any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determinechange. If, in accordance with the terms of offering set forth in the ProspectusProspectus or Offering Circular, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions concession and discounts discount to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that If so directed in the Securities are released for public offeringInvitation, we will offer not sell any Securities to the public in conformity any account over which we have discretionary authority. We will also comply with the terms of offering any other restrictions which may be set forth in the Prospectus such of our Securities as you advise us are not reservedInvitation. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession The initial public advertisement with respect to the Securities shall appear on such Securities. (b) We authorize you to act on our behalf in making all arrangements for date, and shall include the solicitation names of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be roundedUnderwriters, as you shall may determine. Thereafter, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each any Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldmay advertise at its own expense.

Public Offering. (a) In connection with the public offering of the Securities, we you authorize youus, in your our discretion: (ia) to To determine the time and manner of the initial public offeringoffering (after the Registration Statement become effective), the initial public offering price, and the concessions and reallowances to dealers, to change the public offering price and the such concessions and discounts to dealers reallowances after the initial public offering, to furnish the Company with the information to be included in the Registration Statement and the Prospectus (and any amendment or Prospectus supplement thereto) with respect to the terms of the public offering, and to determine all matters relating to advertising the public advertisement of the Securities and any communications with dealers or others; (iib) to To reserve all or any part of your Securities for sale to retail purchasers (including institutions) and to dealers selected by you us ("Selected Dealers") among which may be included any Underwriter (including ourselves) and to otherseach of which shall be a member of the National Association of Securities Dealers, Inc., and each of which shall agree that in making sales to reserve purchasers in the United States it will conform to the Rules of Fair Practice of said Association (or, in the case of a foreign dealer not eligible for sale pursuant membership in such Association, which shall agree not to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealersreoffer, resell or deliver Securities in the United States, its territories or its possessions, or to persons whom it has reason to believe are citizens thereof or residents therein), all or any part of our Securities, which such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are retail purchasers to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, Underwriters and such other reservations for sales to Selected Dealers to be in such proportions proportion as you we determine, and, and from time to time, time to add to the reserved Securities any such Securities retained by us you remaining unsold and to release to us you any of our your Securities reserved but not sold; (iiic) to To sell reserved Securities, Securities as nearly as practicable in proportion to the respective reservationsreservations to retail purchasers at the public offering price, and to Selected Dealers at the public offering price less the Selected Dealers' Dealer's concession and pursuant to others at the public offering priceSelected Dealers Agreement in substantially the form attached; and (ivd) to To buy Securities for our your account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' Dealer's concession as you we may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you us that the Securities are released for public offering, we you will offer to the public in conformity with the terms of offering set forth in the Prospectus Prospectus, or any amendment or supplement, such of our your Securities as we advise you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in You recognize the open market for the account importance of any Underwriter will be repurchased by us on demand at a price equal to the total cost broad distribution of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased among bona fide investors and debit or credit our account for the loss or profit resulting from you agree to use your best efforts to obtain such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect broad distribution and to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determineend, to the nearest $1,000 principal amount or whole share of extent you deem practicable, to give priority to small orders. In offering the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged we will take such action as we deem appropriate to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldeffect a broad distribution.

Public Offering. (a) In connection Buyer shall use its best efforts to conduct a public offering (the “Public Offering”) of a series or class of securities that is linked to the value of the Royalty Payments and provides the public with a means to participate in the Acquired Interest (the “Securities”) as promptly as practicable after the Effective Date, subject to the terms and conditions of this Agreement and all applicable laws and regulations with respect to such transactions; (b) Within sixty (60) calendar days after the Effective Date, Buyer shall file an initial Form 1-A with the public offering Securities and Exchange Commission; (c) Buyer hereby represents, warrants and covenants, as applicable that following the closing of the Securities, we authorize you, in your discretionPublic Offering (if it occurs): (i) the Securities shall be publicly traded on the OTCQB or other exchange or alternative trading system reasonably acceptable to determine Sellers; and (ii) Buyer shall have associated with a FINRA-approved market maker and such parties’ Form 211 shall become effective upon the time closing of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to Public Offering. (d) Buyer shall be included in the Registration Statement or Prospectus responsible with respect to the terms performance and satisfaction of offering, any and to determine all matters obligations and liabilities relating to advertising the Public Offering and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") the application thereof, including, without limitation, any and to othersall legal, financial and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others compliance matters and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, fees and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securitiesexpenses related thereto. (be) We authorize you Prior to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each consummation of the Underwriters Public Offering, Sellers shall jointly have the right to purchase approve, which shall not be unreasonably withheld, any professionals (including, auditors, attorneys, broker-dealers and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (iother advisors) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount the Public Offering. Additionally, Buyer shall consult with the Sellers regarding, and the Sellers shall jointly have the right to approve, which shall not be unreasonably withheld, the key elements of Securities only any marketing and promotion campaigns associated with the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved Public Offering, including, but not limited to, marketing plans and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears budgets and press releases related to the total Securities so reserved Public Offering. (f) Notwithstanding the foregoing provisions of this Section 7, Buyer may exercise the Option before the closing of any Public Offering during the Option Term and soldmay pay the 15% Option Price or 25% Option Price from proceeds raised from private offerings or other legal sources.

Public Offering. (a) In connection with the any public offering of the SecuritiesUnits, we you authorize youus, in your our discretion: (ia) to To determine the time and manner of the initial public offeringoffering (after the Registration Statement becomes effective), the initial public offering price, and the concessions and reallowances to dealers, to change the public offering price and the such concessions and discounts to dealers reallowances after the initial public offering, to furnish the Company with the information to be included in the Registration Statement and the Prospectus and any amendment or Prospectus supplement thereto with respect to the terms of the offering, and to determine all matters relating to advertising the public advertisement of the Units and any communications with dealers or others; (iib) to To reserve all or any part of your Units for sale to retail purchasers and to dealers selected by you us ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts among whom may be included any Underwriter (including Delayed Delivery Contracts arranged by you through Selected ourselves) and each of whom shall be a member of the National Association of Securities Dealers), all or any part of our SecuritiesInc., which such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are retail purchasers to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, Underwriters and such other reservations for sales to Selected Dealers to be in such proportions proportion as you we determine, and, and from time to time, time to add to the reserved Securities any Securities Units such aggregate number of Units retained by us you remaining unsold and to release to us you any of our Securities your Units reserved but not sold; (iiic) to To sell reserved SecuritiesUnits, as nearly as practicable in proportion to the respective reservations, to retail purchasers at the public offering price and to Selected Dealers at the public offering price less a concession (the "Selected Dealers' concession and Dealer's Concession") pursuant to others at the public offering priceSelling Agreement in substantially the form attached; and (ivd) to To buy Securities Units for our your account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession Dealer's Concession as you we may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you us that the Securities Units are released for public offering, we you will offer to the public in conformity with the terms of the offering set forth in the Prospectus Prospectus, or in any amendment or supplement thereto, such of our Securities your Units as we advise you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in You recognize the open market for the account importance of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess broad distribution of the Selected Dealers' concession with respect Units among bona fide investors and you agree to use your best efforts to obtain such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldbroad distribution, and (iii) such reductions shall be rounded, as you shall determineto that end, to the nearest $1,000 principal amount or whole share of extent you deem practicable, to give priority to small orders. In offering the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable Units to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged we will take such action as we deem appropriate to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldeffect a broad distribution.

Public Offering. (a) In connection with the public offering of the SecuritiesShares, we authorize you, in your discretion: (ia) to To determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, offering and to determine all matters relating to advertising and communications with dealers or others; (iib) to To reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our SecuritiesShares, which such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, Underwriters unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, Underwriter and, from time to time, to add to the reserved Securities Shares any Securities Shares retained by us remaining unsold and to release to us any of our Securities Shares reserved but not sold; (iiic) to To sell reserved SecuritiesShares, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (ivd) to To buy Securities Shares for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. IfWe authorize you to determine the form and manner of any communications or agreements with Selected Dealers. If there shall be any agreements with Selected Dealers, you are authorized to act as manager thereunder, and we agree in accordance with such event to be governed by the terms and conditions of offering set forth in the Prospectus, the offering such agreements. The form of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed Agreement furnished simultaneously herewith is satisfactory to mean the prices and concessions determined by you from time to time in your discretionus. Sales of Securities Shares between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are Shares have been released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities Shares as you advise us are not reserved. Any Securities If, prior to the termination of this Agreement, you shall purchase or contract to purchase, in the open market or otherwise, any Shares sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us pursuant to this Agreement, we agree to repurchase such Shares on demand at a price equal to the total cost of such purchase made by you as Representative, including any commissions, if any, and transfer taxes on the redelivery, commissions, accrued interest and dividends. Securities Certificates for the Shares delivered on such repurchase need not be the identical certificates so purchasedpurchased by you. In lieu of such action action, you may in your discretion sell for our account the Securities Shares so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such SecuritiesShares. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the public offering of the Securities, we authorize you, in your discretion (i) If you "offer to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included sell" or "sell" any "securities" in the Registration Statement Licensee or Prospectus with respect to in the terms of offeringHotel , and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, shall do so in accordance with the terms of offering and conditions set forth in this Subparagraph. All materials required by federal, state or other applicable law for the Prospectusoffer or sale of those securities must be submitted to us for review at least twenty (20) days before the date you distribute those materials, or file them with any governmental agency, including any materials to be used in any offering exempt from registration under federal or state securities laws. You must submit a non-refundable Two Thousand Five Hundred Dollar ($2,500) processing fee to us with the offering documents, and agree to pay any additional costs we may incur in reviewing your documents, including reasonable attorneys' fees. You also may not use any of the Securities is Marks or otherwise imply Hilton's or our participation or endorsement of any securities offering. We will have the right to approve any description of this Agreement or of your relationship with us, or any use of the Marks, contained in any "prospectus" or other communications or materials you use in the sale or offer of any "securities." You may not at a fixed price but at varying prices set by individual Underwriters based on market prices imply Hilton's or at negotiated prices, our participation in or endorsement of any such "securities." To the provisions of clause (i) above relating extent we give you any comments to your right documents, you must modify the documents to change address those comments, satisfactory to us, before filing or distributing the public offering price documents. Our review of these documents will not in any way be considered our agreement with any statements contained in those documents, including any projections, or our acknowledgment or agreement that the documents comply with any applicable laws. You may not sell any "securities" unless you do so in compliance with all applicable federal and concessions and discounts to dealers shall not applystate securities laws, and other references in this Section unless you clearly disclose to all purchasers and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except offerees that (i) as to neither we, nor any Delayed Delivery Contract determined by youEntity, nor any of our or their respective officers, directors, agents or employees, will in your discretion, to have been directed any way be deemed an "issuer" or "underwriter" of said "securities," and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, that (ii) we, the Entities, and our respective officers, directors, agents and employees have not assumed and will not have any liability or responsibility for any financial statements, prospectuses or other financial information contained in any "prospectus" or similar written or oral communication. You agree to indemnify, defend and hold the Indemnified Parties free and harmless of and from any and all liabilities, costs, damages, claims or expenses arising out of or related to the "sale" or "offer" of any of your "securities" to the same extent as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation provided in Paragraph 9 of each Underwriter shall be reduced this Agreement. All terms used in this Subparagraph will have the same meaning as nearly as practicable in the proportion determined by you that the amount Securities Act of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded1933, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldamended.

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) you to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish supply the Company with the information to be included in the Registration Statement or and Prospectus with respect to the terms of the offering, to determine the time of the public offering after the Registration Statement becomes effective, to vary the public offering price of the Shares and the concessions and discounts to Dealers (as defined herein) and other terms of sale hereunder and under the agreements with Dealers after the Shares are released for sale to the public, and to determine all matters relating to advertising the advertisement of the Shares and communications communication with dealers or others; (ii) . We authorize you, with respect to any Shares that we so agree to purchase, to reserve for sale and to sell for our account such number of our Shares as you shall determine to retail purchasers and to securities dealers (“Dealers”) selected by you ("Selected Dealers") and to othersyou, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree under agreements substantially in the form attached hereto as Exhibit B (the “Selected Dealers Agreement”), and we authorize J.▇. ▇▇▇▇▇▇ to a smaller proportion fix the concessions and reallowances in connection with any such sales to Dealers. Such concessions and reallowances may be allowed only as consideration for services rendered in connection with the sale and distribution of the Shares and in accordance with the Selected Dealers Agreement. Sales to such retail purchasers shall be made at the request then public offering price. Except for sales for the accounts of any UnderwriterUnderwriters designated by a purchaser, and such other reservations aggregate sales of reserved Shares to retail purchasers will be made at the public offering in such proportions a manner as you determine, and, from time . Sales of reserved Shares to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers will be made at the public offering price less the Selected Dealers' ’ concession and to others at for the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess accounts of the Selected Dealers' concession several Underwriters in such proportion as you determine. If, You may in accordance with the terms of offering set forth in the Prospectus, the offering your discretion sell to another Underwriter any of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by Shares so reserved for our account if you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem determine that such sales are advisable for Blue Sky purposes. The transfer tax on any such sales shall be charged to the accounts of the several Underwriters in proportion to their respective underwriting obligations. At or prior to the time when the Shares are released for sale, you will advise us of the number of Shares so sold or reserved for sale of our account. We will retain for direct sale any Shares purchased by us and not sold or reserved for sale for our account. With the consent of J.▇. ▇▇▇▇▇▇, we may obtain release from you for direct sale of Shares reserved for sale to Dealers but not sold and paid for, in which event the number of Shares reserved for our account for sale to Dealers shall be correspondingly reduced. After advice from you that the Securities Shares are released for public offeringsale to the public, we will offer for sale to the public in conformity with the terms of the offering set forth in the Prospectus such of our Securities Shares as you advise us are not reservedsold or reserved for sale for our account. Any Securities sold We will advise J.▇. ▇▇▇▇▇▇, from time to time, at J.▇. ▇▇▇▇▇▇’▇ request, of the number of Shares retained by us remaining unsold. You may at any time (otherwise than through youa) which reserve any of such Shares for sale by you for our account or (b) purchase any of such Shares which, in the open market your opinion, are needed to enable you to make deliveries for the account accounts of several Underwriters pursuant to this Agreement. Such purchases will be made at the then public offering price or, at the option of J.▇. ▇▇▇▇▇▇, at such price less any part of the Dealers’ concession. In respect of any Underwriter will be repurchased Shares sold directly by us on demand and thereafter purchased by you at or below the initial public offering price prior to the termination of this Agreement (or such longer period as may be necessary to cover any short position with respect to the Public Offering), you may charge our account with an amount equal to the Dealers’ concession with respect thereto and credit such amount against the cost thereof, or you may require us to purchase such Shares at a price equal to the total cost of such purchase thereof, including any commissions and transfer taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell You are authorized to purchase Shares for our account from Dealers at the Securities so purchased and debit or credit our account for public offering price less a concession not exceeding the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected concession to Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection The sale of the Securities shall commence as soon as you deem advisable. We will not sell any Securities until they are released by you for that purpose. When notified by you that the Securities are released for sale, we will offer to the public in conformity with the public terms of offering set forth in the Prospectus or Offering Circular, such of the Securities to be purchased by us ("our Securities, we authorize you, in your discretion (i") as are not reserved for our account for sale to determine the time of Selected Dealers and others pursuant to Section 5. After the initial public offering, to change the public offering price and the concessions concession and discounts to dealers after the initial public offering, to furnish the Company with the information to discount therefrom may be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected changed by you ("Selected Dealers") and by notice to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you and we agree to a smaller proportion at the request of be bound by any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determinechange. If, in accordance with the terms of offering set forth in the ProspectusProspectus or Offering Circular, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions concession and discounts discount to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that If so directed in the Securities are released for public offeringInvitation, we will offer not sell any Securities to the public in conformity any account over which we have discretionary authority. We will also comply with the terms of offering any other restrictions which may be set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such SecuritiesInvitation. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the The initial public offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to which shall be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be made as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, may be made on the date on which the Registration Statement becomes effective or as soon thereafter as in your judgment shall be practicable. The initial public offering prices for the Securities shall be as shown on the cover page of the Prospectus. We authorize you to determine the form of any advertisement of the Securities and the form of agreements, if any, with dealers. We also authorize you to manage any such public offering and to act as manager under agreements with dealers. We authorize you to reserve for sale, sell and deliver, on our behalf and for our account, to dealers (who may include any Underwriter) selected by you (herein sometimes referred to as the "Selected Dealers"), who are members of the National Association of Securities Dealers, Inc. (the "NASD") or to foreign banks, dealers and institutions not registered under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") which agree to make no sales within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, and in making sales to comply with the NASD's Interpretation With Respect to Free Riding and Withholding, and to such persons other than dealers as you shall select, such number of Securities purchased by us from the Company as you shall determine. Such reservations and sales to Selected Dealers and other persons for the respective accounts of the several Underwriters shall be made as you may determine. The concessions to be allowed to Selected Dealers and by them to be reallowed to others are specified in the form of Selected Dealer Agreement annexed hereto. If no Selected Dealer Agreement is entered into, we hereby authorize you to allow concessions not exceeding $0.125 per share of Common Stock and $0.005 per Common Stock Purchase Warrant (no part of which may be reallowed) to any other dealer who is a member of the National Association of Securities Dealers, Inc. or is a foreign dealer. The concessions and reallowances may be allowed only to dealers who are members in good standing of said Association, or foreign banks, dealers or institutions not eligible for membership in said Association who agree to make no sales within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, and in making other sales, to comply with said Associations' Interpretation With Respect to Free-Riding and Withholding. Sales to others than such members or such foreign banks, dealers or institutions will be made at a fixed price but the public offering prices. You shall advise us promptly on the public offering date of the number of Securities purchased by us which you have not reserved for sale to dealers or other persons. We will retain for direct sale all of such Securities and, at varying prices set any time prior to the termination of this Agreement, you may reserve for sale to dealers and other persons additional Securities retained by individual Underwriters based on market prices us and remaining unsold. We agree that whether or at negotiated prices, not any Selected Dealer Agreement with Selected Dealers is entered into we shall be governed by the provisions of clause the attached form of Selected Dealer Agreement (iexcept as otherwise expressly provided herein) above relating to your right to change during the public offering price and concessions and discounts to dealers shall term hereof, whether or not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or we are a Selected Dealers' concession shall be deemed to mean the prices and concessions determined by Dealer. Upon our request you may from time to time time, in your discretion, release to us for direct sale any Securities reserved by you for sale to Selected Dealers and other persons on our behalf and not then sold, and any Securities so released shall not thereafter be deemed reserved. Sales of Securities between Underwriters may be made with your If prior consentto, or as you deem advisable for Blue Sky purposes. After advice from you that within seven days after, the Securities are released for public offering, we will offer to the public in conformity with the terms termination of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any this Agreement any Securities sold by us (otherwise other than through you) which Securities sold by you purchase in the open market as Managing Underwriter for the account of an Underwriter pursuant to this Agreement or any Selected Dealer Agreement) shall be purchased by the Managing Underwriter or by any Underwriter will through the Managing Underwriter in the open market, then any of such Securities shall be repurchased by us on demand at a price equal to the total cost of such purchase thereof including any taxes commissions and transfer taxes, if any, on redelivery, commissions, accrued interest and dividends. The Securities delivered on such repurchase need not be the identical certificates Securities originally so purchased. In lieu of the repurchase of such action Securities you may may, at your option (a) charge us an amount equal to the difference between the public offering prices and the cost prices to Selected Dealers of the Securities so purchased, and any broker's commissions paid in your discretion connection with such purchase, or (b) sell for our account the Securities so purchased purchased, publicly or privately without notice at such prices and debit upon such terms and to such purchasers, including any of the several Underwriters, as you may determine, charging us the amount of any loss and expense or credit our account for crediting to us the loss or profit amount of any profit, less any expense, resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the public offering of the SecuritiesUnits, we you authorize youus, in your our discretion: (ia) to To determine the time and manner of the initial public offeringoffering (after the Registration Statement become effective), the initial public offering price, and the concessions and reallowances to dealers, to change the public offering price and the such concessions and discounts to dealers reallowances after the initial public offering, to furnish the Company with the information to be included in the Registration Statement and the Prospectus (and any amendment or Prospectus supplement thereto) with respect to the terms of the public offering, and to determine all matters relating to advertising the public advertisement of the Units and any communications with dealers or others; (iib) to To reserve all or any part of your Units for sale to retail purchasers (including institutions) and to dealers selected by you us ("Selected Dealers") among which may be included any Underwriter (including ourselves) and to otherseach of which shall be a member of the National Association of Securities Dealers, Inc., and each of which shall agree that in making sales to reserve purchasers in the United States it will conform to the Rules of Fair Practice of said Association (or, in the case of a foreign dealer not eligible for sale pursuant membership in such Association, which shall agree not to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealersreoffer, resell or deliver Units in the United States, its territories or its possessions, or to persons whom it has reason to believe are citizens thereof or residents therein), all or any part of our Securities, which such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are retail purchasers to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, Underwriters and such other reservations for sales to Selected Dealers to be in such proportions proportion as you we determine, and, and from time to time, time to add to the reserved Securities any Securities Units such Units retained by us you remaining unsold and to release to us you any of our Securities your Units reserved but not sold; (iiic) to To sell reserved Securities, Units as nearly as practicable in proportion to the respective reservationsreservations to retail purchasers at the public offering price, and to Selected Dealers at the public offering price less the Selected Dealers' Dealer's concession and pursuant to others at the public offering priceSelected Dealers Agreement in substantially the form attached; and (ivd) to To buy Securities Units for our your account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' Dealer's concession as you we may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you us that the Securities Units are released for public offering, we you will offer to the public in conformity with the terms of offering set forth in the Prospectus Prospectus, or any amendment or supplement, such of our Securities your Units as we advise you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in You recognize the open market for the account importance of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess broad distribution of the Selected Dealers' concession with respect Units among bona fide investors and you agree to use your best efforts to obtain such Securities. (b) We authorize you broad distribution and to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determineend, to the nearest $1,000 principal amount or whole share of extent you deem practicable, to give priority to small orders. In offering the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable Units to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged we will take such action as we deem appropriate to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldeffect a broad distribution.

Public Offering. (a) In connection We authorize you to supply the Company with the public offering information to be included in the Registration Statement and Prospectus with respect to the terms of the Securitiesoffering, we authorize you, in your discretion (i) to determine the time of the initial public offeringoffering after the Registration Statement becomes effective, to change vary the public offering price of the Registered Units and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising the advertisement of the Securities and communications communication with dealers or others; (ii) . We authorize you, with respect to any Registered Units which we so agree to purchase, to reserve for sale and to sell for our account such number of our Registered Units as you shall determine, to securities dealers selected by you ("Selected Dealers") ), including any of the Underwriters. We authorize you to determine the form and manner of any communications or agreements with Dealers. If there shall be any such agreements with Dealers, you are authorized to othersact as manager thereunder, and we agree, in such event, to reserve be governed by the terms and conditions of such agreements to the extent we act as a Dealer. The form of Selected Dealer Agreement attached hereto as Exhibit B is satisfactory to us. If there shall not be any written agreements with Dealers, we agree to be governed by the terms and conditions of such Selected Dealer Agreement to the extent we act as a Dealer. After the Registration Statement becomes effective, you will advise us of the number of our Registered Units not so reserved but retained by us for sale pursuant direct sale. Any of our Registered Units reserved but not sold may, from time to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by time, on our request and in your discretion, be released to us, and Registered Units so released will not thereafter be deemed to be reserved, except that any time prior to termination of the provisions of the last paragraph of this Section 4, we will on request advise you through Selected Dealers), of the number of our retained unsold Registered Units and you may in your discretion add all or any part number of our Securities, which reservations such retained unsold Registered Units to those reserved by you for sales sale. Sales of reserved Registered Units to others and Dealers will be made at $ per Unit for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be the accounts of the several Underwriters as nearly as practicable in proportion to the their respective underwriting obligations obligations. You may in your discretion sell to another Underwriter any of the Underwriters, unless Registered Units so reserved for our account if you agree to a smaller proportion at the request of determine that such sales are advisable for Blue Sky purposes. The transfer tax on any Underwriter, and such other reservations to sales shall be in such proportions as you determine, and, from time to time, to add charged to the reserved Securities any Securities retained by us remaining unsold and to release to us any accounts of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable the several Underwriters in proportion to their respective underwriting obligations. You, and any of the respective reservationsUnderwriters with your consent, may make purchases and sales of Registered Units from or to Selected any other Underwriter at the public offering price less a concession equivalent to all or any part of the gross underwriting spread. You are authorized to purchase Registered Units for our account from Dealers at the public offering price less a concession not exceeding the Selected concession to Dealers' concession and . We will offer to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. Ifpublic, in accordance conformity with the terms of the offering set forth in the Prospectus, the offering of the Securities is our Registered Units not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined reserved by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the public offering of the SecuritiesUnits, we you authorize youus, in your our discretion: (ia) to To determine the time and manner of the initial public offeringoffering (after the Registration Statement become effective), the initial public offering price, and the concessions and reallowances to dealers, to change the public offering price and the such concessions and discounts to dealers reallowances after the initial public offering, to furnish the Company with the information to be included in the Registration Statement and the Prospectus (and any amendment or Prospectus supplement thereto) with respect to the terms of the public offering, and to determine all matters relating to advertising the public advertisement of the Units and any communications with dealers or others; (iib) to To reserve all or any part of your Units for sale to retail purchasers (including institutions) and to dealers selected by you us ("Selected Dealers") among which may be included any Underwriter (including ourselves) and to otherseach of which shall be a member of the National Association of Securities Dealers, Inc., and each of which shall agree that in making sales to reserve purchasers in the United States it will conform to the Rules of Fair Practice of said Association (or, in the case of a foreign dealer not eligible for sale pursuant membership in such Association, which shall agree not to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealersreoffer, resell or deliver Units in the United States, its territories or its possessions, or to persons whom it has reason to believe are citizens thereof or residents therein), all or any part of our Securities, which such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are retail purchasers to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, Underwriters and such other reservations for sales to Selected Dealers to be in such proportions proportion as you we determine, and, and from time to time, time to add to the reserved Securities any Securities Units such Units retained by us you remaining unsold and to release to us you any of our Securities your Units reserved but not sold; (iiic) to To sell reserved Securities, Units as nearly as practicable in proportion to the respective reservationsreservations to retail purchasers at the public offering price, and to Selected Dealers at the public offering price less the Selected Dealers' Dealer's concession and pursuant to others at the public offering priceSelected Dealer Agreement in substantially the form attached; and (ivd) to To buy Securities Units for our your account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' Dealer's concession as you we may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you us that the Securities Units are released for public offering, we you will offer to the public in conformity with the terms of offering set forth in the Prospectus Prospectus, or any amendment or supplement, such of our Securities your Units as we advise you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in You recognize the open market for the account importance of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess broad distribution of the Selected Dealers' concession with respect Units among bona fide investors and you agree to use your best efforts to obtain such Securities. (b) We authorize you broad distribution and to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determineend, to the nearest $1,000 principal amount or whole share of extent you deem practicable, to give priority to small orders. In offering the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable Units to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged we will take such action as we deem appropriate to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldeffect a broad distribution.

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offeringany Designated Preferred Securities which we so agree to purchase, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale sale, and on our behalf to sell, to dealers selected by you (including you or any of the other Underwriters, such dealers so selected being hereinafter called "Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), others all or any part of our Securities, which reservations Designated Preferred Securities as you may determine. Reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through persons other than Selected Dealers are to shall be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any an Underwriter, and such other reservations . Reservations for sales to Selected Dealers need not be in such proportions as you determine, and, from time to time, to add to the proportion. All sales of reserved Designated Preferred Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, shall be as nearly as practicable in proportion to the respective reservationsreservations as calculated from day to day. In your discretion, from time to Selected Dealers at time, you may add to the public offering price less the Selected Dealers' concession reserved Designated Preferred Securities any Designated Preferred Securities retained by us remaining unsold, and you may upon our request release to others at the public offering price; and (iv) to buy us any of our Designated Preferred Securities for our account from Selected Dealers at the public offering price less such amount reserved but not in excess of the Selected Dealers' concession as you determinesold. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Any Designated Preferred Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers so released shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall thereafter be deemed to mean the prices and concessions determined by you from time to time in have been reserved. Upon termination of this Agreement, or prior thereto at your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer shall deliver to the public in conformity with the terms of offering set forth in the Prospectus such our account any of our Designated Preferred Securities as you advise us are reserved but not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for thereindelivered, except that (i) as if the aggregate of all reserved but unsold and undelivered Designated Preferred Securities is less than 10% of the Designated Preferred Securities, you are authorized to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, sell such obligation Designated Preferred Securities for the accounts of the several Underwriters at such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, price or prices as you shall may determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with On the public offering basis of the Securitiesrepresentations and warranties --------------- herein contained, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect but subject to the terms of offeringand conditions in this Agreement set forth, and Dominion agrees to determine all matters relating sell to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations each of the Underwriters, unless you and each Underwriter agrees, severally and not jointly, to purchase from Dominion, at the price, place and time hereinafter specified, the total number of the Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. The Underwriters agree to make a smaller proportion public offering of their respective Firm Shares specified in Schedule II hereto at the request of initial public offering price specified in Schedule I hereto (the "Public Offering Price"). It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify such offering without notice. Dominion is further advised by the Underwriters that the Shares are to be offered by the Underwriters to the public initially at the price per share as specified in Schedule I and to certain dealers selected by the Representatives at a price that represents a concession under the Public Offering Price as specified in Schedule I, and that any UnderwriterUnderwriter may allow, and such other reservations to be dealers may reallow, a concession, as specified in such proportions as you determine, and, from time to timeSchedule I, to add any Underwriter or to certain other dealers. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify such offering without notice. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, Dominion agrees to sell to the reserved Securities any Securities retained by us remaining unsold Underwriters the Option Shares, and the Underwriters shall have a one-time right to release to us any purchase, severally and not jointly, all or part of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers Option Shares at the public offering price less Purchase Price. Option Shares may be purchased as provided in Section 5 hereof solely for the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not purpose of covering over-allotments made in excess of the Selected Dealers' concession as you determine. If, in accordance connection with the terms of offering set forth in the Prospectus, the offering of the Securities is Firm Shares. If any Option Shares are to be purchased, each Underwriter agrees, severally and not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated pricesjointly, to purchase the provisions number of clause Option Shares (isubject to such adjustments to eliminate fractional shares as the Representative may determine) above relating to your right to change that bears approximately the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement same proportion to the public offering price or Selected Dealers' concession shall total number of Option Shares to be deemed to mean purchased as the prices and concessions determined by you from time to time in your discretion. Sales number of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering Firm Shares set forth in Schedule II hereto opposite the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities name of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and number of Firm Shares. Dominion shall not be obligated to deliver any of the Shares to be delivered on the First Closing Date (iiias hereinafter defined) such reductions shall be roundedor the Second Closing Date (as hereinafter defined), as you shall determinethe case may be, except upon payment for all the Shares to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of purchased on such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced Closing Date as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldprovided herein.

Public Offering. (a) In connection with the The Underwriter agrees to make an initial bona fide public offering of all the Securities, we authorize you, in your discretion (i) Bonds at a price of 100% of the principal amount thereof. Subsequent to determine the time of the initial public offering, the Underwriter reserves the right to change the public such initial offering price or prices as the Underwriter shall deem necessary in connection with the marketing of the Bonds and to offer and sell the concessions Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and discounts to dealers after others at prices lower than the initial public offering, to furnish the Company with the information to be included offering price or prices set forth in the Registration Statement hereinafter referred to Official Statement. The Underwriter also reserves the right (i) to engage in transactions that stabilize, maintain or Prospectus with respect to otherwise affect the terms market price of offering, the Bonds at a level above that which might otherwise prevail in the open market and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to othersdiscontinue such transactions, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers)if commenced, all or at any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you The Underwriter agrees to act assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing (as defined below) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Issuer under this section to establish the issue price of the Bonds may be taken on our behalf of the Issuer by the District Manager. (c) [Except as otherwise set forth in making Exhibit A,] the Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until either (i) the Underwriter has sold all arrangements for Bonds of that maturity or (ii) the solicitation 10% test has been satisfied as to the Bonds of offers to purchase Delayed Delivery Securities from that maturity, provided that, the Seller pursuant to Delayed Delivery Contracts and we agree Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Issuer or Bond Counsel. For purposes of this section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that all such arrangements maturity will be made only through youtreated as a separate maturity of the Bonds. (d) The Underwriter confirms that: (i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, directly together with the related pricing wires, contains or through Selected Dealers will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third- party distribution agreement, as applicable: (including Underwriters acting as Selected DealersA) (i) to whom you report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may pay be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a commission as provided purchaser who is a related party to an underwriter participating in the Prospectus and herein. The obligation initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriters to purchase Underwriter or the dealer, and pay (B) comply with the hold-the-offering-price rule, if applicable, if and for Securities so long as directed by the Underwriter or the dealer and as set forth in the Underwriting Agreement shall be reduced related pricing wires. (e) The Issuer acknowledges that, in making the proportion provided for thereinrepresentations set forth in this section, except that the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as to any Delayed Delivery Contract determined by youset forth in a selling group agreement and the related pricing wires, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you event that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter a third-party distribution agreement was employed in connection with such excess amount of Securities only the amount initial sale of the Selected Dealers' concession Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with respect theretothe requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The commissions payable Issuer further acknowledges that the Underwriter shall not be liable to Selected Dealers in respect the Issuer for the failure of Delayed Delivery Contracts arranged through them shall be charged any dealer who is a member of a selling group, or of any broker-dealer that is a party to each a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the proportion which initial sale of the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears Bonds to the total Securities so reserved and sold.public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:

Public Offering. (a) In connection with On the basis of the representations and warranties --------------- herein contained, but subject to the terms and conditions in this Agreement set forth, Dominion agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from Dominion, at the price, place and time hereinafter specified, the total number of the Firm SPUS set forth opposite the name of such Underwriter in Schedule II hereto. The Underwriters agree to make a public offering of the Securities, we authorize you, their respective Firm SPUS specified in your discretion (i) to determine the time of Schedule II hereto at the initial public offering, offering price specified in Schedule I hereto. It is understood that after such initial offering the several Underwriters reserve the right to change vary the public offering price and further reserve the concessions and discounts right to dealers after withdraw, cancel or modify such offering without notice. In addition, Dominion hereby grants to the initial public offering, Underwriters an option to furnish purchase up to ___________ Option SPUS. Such option is granted solely for the Company with the information to be included purpose of covering over-allotments in the Registration Statement or Prospectus with respect to sale of the terms Firm SPUS and is exercisable as provided herein. Option SPUS shall be purchased severally for the account of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable the Underwriters in proportion to the respective underwriting obligations number of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering Firm SPUS set forth in opposite the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities name of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securitiesin Schedule II hereto. The fee payable to respective obligations of each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement Option SPUS shall be credited adjusted by the Representative so that no Underwriter should be obligated to purchase Option SPUS other than in 100 unit amounts. The price of both the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation Firm SPUS and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there any Option SPUS shall be credited $___ per SPUS. Dominion shall not be obligated to such Underwriter in connection with such excess amount of Securities only the amount deliver any of the Selected Dealers' concession with respect thereto. The commissions payable SPUS to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged delivered on the First Closing Date (as hereinafter defined) or the Second Closing Date (as hereinafter defined), as the case may be, except upon payment for all the SPUS to each Underwriter in the proportion which the amount of Securities of be purchased on such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldClosing Date as provided herein.

Public Offering. (a) In connection with On the public offering basis of the Securitiesrepresentations and warranties --------------- herein contained, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of offeringthe several Underwriters, and each Underwriter agrees, severally and not jointly, to determine all matters relating purchase from the Company, at the place and time hereinafter specified, the number of Shares set forth opposite the name of such Underwriter in Schedule I hereto at a price of $_____ per share (the "Purchase Price"). The Company is further advised by the Underwriters that the Shares are to advertising and communications with dealers or others; be offered by the Underwriters to the public initially at $______ a share (ii) to reserve for sale to dealers selected by you (the "Selected DealersPublic Offering Price") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged certain dealers selected by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to Representatives at a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' that represents a concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of $__.__ a share under the Selected Dealers' concession Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $____ a share, to any Underwriter or to certain other dealers. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify such offering without notice. (a) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, all or part of ________ the Additional Shares at the Purchase Price. Additional Shares may be purchased as you determine. If, provided in accordance Section 4 hereof solely for the purpose of covering over- allotments made in connection with the terms of offering set forth in the Prospectus, the offering of the Securities is Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated pricesjointly, to purchase the provisions number of clause Additional Shares (isubject to such adjustments to eliminate fractional shares as the Representative may determine) above relating to your right to change that bears approximately the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement same proportion to the public offering price or Selected Dealers' concession shall total number of Additional Shares to be deemed to mean purchased as the prices and concessions determined by you from time to time in your discretion. Sales number of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering Firm Shares set forth in Schedule I hereto opposite the Prospectus name of such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal bears to the total cost number of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such SecuritiesFirm Shares. (b) We authorize you The Company hereby agrees that, without the prior written consent of the Representative, it will not during the period ending 60 days after the date of the Prospectus (i) offer, pledge, sell, contract to act on our behalf in making all arrangements for the solicitation of offers sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through youor otherwise transfer or dispose of, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) indirectly, or to whom you may pay a commission as provided in register or announce the Prospectus and herein. The obligation sale or offering of each any shares of Preferred Stock of the Underwriters to purchase and pay Company or any securities convertible into or exercisable or exchangeable for Securities as set forth such Preferred Stock or (ii) enter into any agreement that transfers, in whole or in part, the Underwriting Agreement shall be reduced economic consequences of ownership of such Preferred Stock, whether any such transaction described in the proportion provided for therein, except that clause (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, or (ii) as above is to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined settled by you that the amount of Securities delivery of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) Preferred Stock or such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount other securities in cash or whole share of the Securitiesotherwise. The fee payable foregoing sentence shall not apply to each Underwriter with respect (a) the Shares to Delayed Delivery Securities pursuant to be sold hereunder; (b) the Underwriting Agreement shall be credited to issuance by the account Company of such Underwriter based shares of Preferred Stock upon the amount by which such Underwriter's underwriting obligation is reduced as specified in exercise of an option or warrant or the preceding paragraph. If conversion of a security outstanding on the amount date hereof of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldUnderwriters have been advised in writing.

Public Offering. (a) In connection with The Company is advised by you that the Underwriters propose to make a public offering of the Securities, we authorize you, in your discretion (i) to determine the time their respective portions of the initial public offering, to change the public offering price and the concessions and discounts to dealers Shares as soon after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected this Agreement have become effective as in your judgment is advisable. The Company is further advised by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers that the Shares are to be as nearly as practicable in proportion offered to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with upon the terms of offering set forth in the Prospectus, Prospectuses. The Company is further advised by you that prior to the commencement of any “road show” (within the meaning of NI-41-101) undertaken in connection with the marketing of the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, Shares you reasonably expected that the provisions of clause (i) above relating to your right to change Shares would be sold primarily in the public offering price United States. Payment and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to Delivery. Payment for the public offering price or Selected Dealers' concession Firm Shares shall be deemed made to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that directed by the Securities are released for public offering, we will offer to Company in Federal or other funds immediately available in New York City on the public in conformity with the terms of offering closing date and time set forth in Schedule I hereto, or at such other time on the Prospectus same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of our Securities such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to or as directed by the Company in Federal or other funds immediately available in New York City on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than the third business day thereafter, as shall be designated in writing by you. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you advise us shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. Conditions to the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not reserved. Any Securities sold by us (otherwise than through you) which you purchase have occurred any change, or any development involving a prospective change, in the open market for condition (financial or otherwise) or in the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redeliveryearnings, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit business or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess operations of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf Company and its subsidiaries, taken as a whole, from that set forth in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase Time of Sale Prospectus and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by youProspectuses that, in your discretionjudgment, is material and adverse and that makes it, in your judgment, impracticable to have been directed market the Shares on the terms and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified manner contemplated in the preceding paragraph. If the amount Time of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldSale Prospectus.

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offeringany Shares which we so agree to purchase, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale sale, and on our behalf to sell, to dealers selected by you (including you or any of the other Underwriters, such dealers so selected being hereinafter called "Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), others all or any part of our Securities, which reservations Shares as you may determine. Reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through persons other than Selected Dealers are to shall be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any an Underwriter, and such other reservations . Reservations for sales to Selected Dealers need not be in such proportions as you determine, and, from time to time, to add to the proportion. All sales of reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, Shares shall be as nearly as practicable in proportion to the respective reservationsreservations as calculated from day to day. In your discretion, from time to time, you may add to the reserved Shares any Shares retained by us remaining unsold, and you may upon our request release to us any of our Shares reserved but not sold. Any Shares so released shall not thereafter be deemed to have been reserved. Upon termination of this Agreement, or prior thereto at your discretion, you shall deliver to our account any of our Shares reserved but not sold and delivered, except that if the aggregate of all reserved but unsold and undelivered Shares is less than 200,000 Shares, you are authorized to sell such Shares for the accounts of the several Underwriters at such price or prices as you may determine. 3 Sales of reserved Shares shall be made to Selected Dealers at the public offering price less the Selected Dealers' concession Concession pursuant to the Selected Dealer Agreement in substantially the form attached hereto, and to others at the public offering price; and (iv) . Underwriters and Selected Dealers may reallow a concession to other dealers as set forth in the Selected Dealer Agreement. After advice from you that the Shares are released for sale to the public, we will offer to the public in conformity with the terms of the offering set forth in the Prospectus such of our Shares as you advise us are not reserved. We authorize you after the Shares are released for sale to the public, in your discretion, to change the public offering price of the Shares and the concession, and to buy Securities Shares for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession Concession as you may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities Shares between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky blue sky purposes. After advice from you We agree that the Securities are released for public offering, we will offer not sell to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) any accounts over which you purchase in the open market for the account of we exercise discretionary authority any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers Shares which we have agreed to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in under the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldAgreement.

Public Offering. (a) In connection with On the public offering basis of the Securitiesrepresentations and warranties --------------- herein contained, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of offeringthe several Underwriters, and each Underwriter agrees, severally and not jointly, to determine all matters relating purchase from the Company, at the, place and time hereinafter specified, the number of Shares set forth opposite the name of such Underwriter in Schedule I hereto at a price of $_____ per share (the "Purchase Price"). The Company is further advised by the Underwriters that the Shares are to advertising and communications with dealers or others; be offered by the Underwriters to the public initially at $______ a share (ii) to reserve for sale to dealers selected by you (the "Selected DealersPublic Offering Price") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged certain dealers selected by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to Representatives at a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' that represents a concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of $__.__ a share under the Selected Dealers' concession Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $____ a share, to any Underwriter or to certain other dealers. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify such offering without notice. (a) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, all or part of ________ the Additional Shares at the Purchase Price. Additional Shares may be purchased as you determine. If, provided in accordance Section 4 hereof solely for the purpose of covering over-allotments made in connection with the terms of offering set forth in the Prospectus, the offering of the Securities is Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated pricesjointly, to purchase the provisions number of clause Additional Shares (isubject to such adjustments to eliminate fractional shares as the Representative may determine) above relating to your right to change that bears approximately the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement same proportion to the public offering price or Selected Dealers' concession shall total number of Additional Shares to be deemed to mean purchased as the prices and concessions determined by you from time to time in your discretion. Sales number of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering Firm Shares set forth in Schedule I hereto opposite the Prospectus name of such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal bears to the total cost number of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such SecuritiesFirm Shares. (b) We authorize you The Company hereby agrees that, without the prior written consent of the Representative, it will not during the period ending 60 days after the date of the Prospectus (i) offer, pledge, sell, contract to act on our behalf in making all arrangements for the solicitation of offers sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through youor otherwise transfer or dispose of, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) indirectly, or to whom you may pay a commission as provided in register or announce the Prospectus and herein. The obligation sale or offering of each any shares of Preferred Stock of the Underwriters to purchase and pay Company or any securities convertible into or exercisable or exchangeable for Securities as set forth such Preferred Stock or (ii) enter into any agreement that transfers, in whole or in part, the Underwriting Agreement shall be reduced economic consequences of ownership of such Preferred Stock, whether any such transaction described in the proportion provided for therein, except that clause (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, or (ii) as above is to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined settled by you that the amount of Securities delivery of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) Preferred Stock or such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount other securities in cash or whole share of the Securitiesotherwise. The fee payable foregoing (a) the Shares to each Underwriter with respect to Delayed Delivery Securities pursuant to be sold hereunder; (b) the Underwriting Agreement shall be credited to issuance by the account Company of such Underwriter based shares of Preferred Stock upon the amount by which such Underwriter's underwriting obligation is reduced as specified in exercise of an option or warrant or the preceding paragraph. If conversion of a security outstanding on the amount date hereof of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldUnderwriters have been advised in writing.

Public Offering. (a) In connection with On the public offering basis of the Securitiesrepresentations and warranties --------------- herein contained, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of offeringthe several Underwriters, and each Underwriter agrees, severally and not jointly, to determine all matters relating purchase from the Company, at the place and time hereinafter specified, the number of Shares set forth opposite the name of such Underwriter in Schedule I hereto at a price of $_____ per share (the "Purchase Price"). Company is further advised by the Underwriters that the Shares are to advertising and communications with dealers or others; be offered by the Underwriters to the public initially at $______ a share (ii) to reserve for sale to dealers selected by you (the "Selected DealersPublic Offering Price") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged certain dealers selected by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to Representatives at a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' that represents a concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of $____ a share under the Selected Dealers' concession Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $____ a share, to any Underwriter or to certain other dealers. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify such offering without notice. (a) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, all or part of _______ the Additional Shares at the Purchase Price. Additional Shares may be purchased as you determine. If, provided in accordance Section 4 hereof solely for the purpose of covering over- allotments made in connection with the terms of offering set forth in the Prospectus, the offering of the Securities is Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated pricesjointly, to purchase the provisions number of clause Additional Shares (isubject to such adjustments to eliminate fractional shares as the Representative may determine) above relating to your right to change that bears approximately the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement same proportion to the public offering price or Selected Dealers' concession shall total number of Additional Shares to be deemed to mean purchased as the prices and concessions determined by you from time to time in your discretion. Sales number of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering Firm Shares set forth in Schedule I hereto opposite the Prospectus name of such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal bears to the total cost number of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such SecuritiesFirm Shares. (b) We authorize you The Company hereby agrees that, without the prior written consent of the Representative, it will not during the period ending 60 days after the date of the Prospectus (i) offer, pledge, sell, contract to act on our behalf in making all arrangements for the solicitation of offers sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through youor otherwise transfer or dispose of, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) indirectly, or to whom you may pay a commission as provided in register or announce the Prospectus and herein. The obligation sale or offering of each any shares of common stock of the Underwriters to purchase and pay Company or any securities convertible into or exercisable or exchangeable for Securities as set forth such common stock or (ii) enter into any agreement that transfers, in whole or in part, the Underwriting Agreement shall be reduced economic consequences of ownership of such common stock, whether any such transaction described in the proportion provided for therein, except that clause (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, or (ii) as above is to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined settled by you that the amount of Securities delivery of such Underwriter reserved and common stock or such other securities in cash or otherwise. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing; (c) the issuance or grant of shares of common stock or options or rights to purchase shares of common stock pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved benefit and soldcompensation plans, these plans include but are not limited to: DRI Subsidiary Savings Plan, Dominion Resources Inc. Incentive Compensation Plan, Dominion Resources Inc. Stock Accumulation Plan for Outside Directors, and Dominion Resources, Inc. Employee Savings Plan in amounts and on terms consistent with those plans; (iiid) such reductions shall be rounded, as you shall determine, the issuance or grant of shares of common stock or options or rights to the nearest $1,000 principal amount or whole share purchase shares of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter common stock in connection with such excess amount the Company's Dominion Direct Investment Plan; and (e) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of Securities only shares of common stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of common stock, where the amount acquisition transactions are consummated more than 60 days after the date of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldProspectus.

Public Offering. (a) In connection with the public offering of the SecuritiesShares, we you authorize youus, in your our discretion: (ia) to To determine the time and manner of the initial public offeringoffering (after the Registration Statement become effective), the initial public offering price, and the concessions and reallowances to dealers, to change the public offering price and the such concessions and discounts to dealers reallowances after the initial public offering, to furnish the Company with the information to be included in the Registration Statement and the Prospectus (and any amendment or Prospectus supplement thereto) with respect to the terms of the public offering, and to determine all matters relating to advertising the public advertisement of the Shares and any communications with dealers or others; (iib) to To reserve all or any part of your Shares for sale to retail purchasers (including institutions) and to dealers selected by you us ("Selected Dealers") among which may be included any Underwriter (including ourselves) and to otherseach of which shall be a member of the National Association of Securities Dealers, Inc., and each of which shall agree that in making sales to reserve purchasers in the United States it will conform to the Rules of Fair Practice of said Association (or, in the case of a foreign dealer not eligible for sale pursuant membership in such Association, which shall agree not to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealersreoffer, resell or deliver Shares in the United States, its territories or its possessions, or to persons whom it has reason to believe are citizens thereof or residents therein), all or any part of our Securities, which such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are retail purchasers to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, Underwriters and such other reservations for sales to Selected Dealers to be in such proportions proportion as you we determine, and, and from time to time, time to add to the reserved Securities any Securities Shares such Shares retained by us you remaining unsold and to release to us you any of our Securities your Shares reserved but not sold; (iiic) to To sell reserved Securities, Shares as nearly as practicable in proportion to the respective reservationsreservations to retail purchasers at the public offering price, and to Selected Dealers at the public offering price less the Selected Dealers' Dealer's concession and pursuant to others at the public offering priceSelected Dealers Agreement in substantially the form attached; and (ivd) to To buy Securities Shares for our your account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' Dealer's concession as you we may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you us that the Securities Shares are released for public offering, we you will offer to the public in conformity with the terms of offering set forth in the Prospectus Prospectus, or any amendment or supplement, such of our Securities your Shares as we advise you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in You recognize the open market for the account importance of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess broad distribution of the Selected Dealers' concession with respect Shares among bona fide investors and you agree to use your best efforts to obtain such Securities. (b) We authorize you broad distribution and to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determineend, to the nearest $1,000 principal amount or whole share of extent you deem practicable, to give priority to small orders. In offering the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable Shares to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged we will take such action as we deem appropriate to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldeffect a broad distribution.

Public Offering. Ladies and Gentlemen: The undersigned understands that you, as representatives (athe “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with SiteOne Landscape Supply, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule II to such agreement, providing for a public offering (the “Public Offering”) of shares (the “Shares”) of common stock, $0.01 par value per share (the “Stock”) of the Company, pursuant to a Registration Statement on Form S-1 (File No. 333-217327) filed with the U.S. Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, subject to the other provisions of this Lock-Up Agreement, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, without having provided prior notice of the request to seek a waiver of the Lock-Up Period to all three Representatives and received a prior written waiver from two of the Representatives (the “Lock-Up Waiver Requirement”), (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the Company, or any options or warrants to purchase shares of Stock, shares acquired upon the vesting of restricted stock units or settlement of deferred stock units or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock (collectively the “Undersigned’s Shares”) (other than the sale, transfer or other disposition of any shares of Stock acquired after the Public Offering Date (as defined below) that is not required to be reported in any public report or filing with the SEC and regarding which the undersigned does not otherwise voluntarily effect any public filing or report), the foregoing restriction being expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition or the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Shares. The Lock-Up Period will commence on the date of the preliminary prospectus first used in connection with the public offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change Shares and continue for 60 days after the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering date set forth in on the Prospectus, final prospectus (the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i“Public Offering Date”) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement Agreement. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares without having received any waiver in compliance with the Lock-Up Waiver Requirement; provided that (1) any such transfer shall not involve a disposition for value (other than those described below in (i), (ii), (v) and (vii)), (2) such transfers (other than those described below in (i) and (vii)) are not required to be credited to reported with the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified SEC on Form 4 in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection accordance with such excess amount of Securities only the amount Section 16 of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect Securities Exchange Act of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in 1934, as amended (the proportion which “Exchange Act”), and (3) the amount of Securities of undersigned does not otherwise voluntarily effect any public filing or report regarding such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.transfers:

Public Offering. (a) In connection with the The Underwriter agrees to make a bona fide public offering of the Securities, we authorize you, in your discretion (i) to determine the time all of the initial public offering, Bonds at a price not to change exceed the public offering price set forth on the inside cover of the Official Statement (as defined herein) and as set forth in Exhibit A. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering price stated on the cover of the Official Statement (as defined herein). The Underwriter shall indemnify and hold harmless the Authority and its members, officers, directors, employees, agents and attorneys against any and all claims, damages, liabilities, costs and expenses (including fees and disbursements of counsel) incurred by them or any of them, which arise out of a breach by the Underwriter of the representations and warranties contained in this paragraph. The Underwriter has been duly authorized to execute this Purchase Contract and to act hereunder. Inasmuch as this purchase and sale represents a negotiated transaction, the Authority acknowledges and agrees that (i) the transaction contemplated by this Purchase Contract is an arm’s length, commercial transaction between the Authority and the concessions Underwriter in which the Underwriter is acting solely as a principal and discounts is not acting as a municipal advisor, financial advisor or fiduciary to dealers after the initial public offering, Authority and the Underwriter has financial interests that differ from those of the Authority; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to furnish the Company with the information to be included in the Registration Statement or Prospectus Authority with respect to the terms transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of offering, and to determine all matters relating to advertising and communications with dealers whether the Underwriter has provided other services or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion is currently providing other services to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such Authority on other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; matters); (iii) to sell reserved Securitiesthe Underwriter is acting solely in its capacity as Underwriter for its own account, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) the only contractual obligations the Underwriter has to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of Authority with respect to the Selected Dealers' concession as you determine. If, in accordance with the terms of offering transaction contemplated hereby expressly are set forth in this Purchase Contract or otherwise imposed by law; and (v) the ProspectusAuthority has consulted its own legal, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated pricesaccounting, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not applytax, financial and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be roundedadvisors, as you shall determineapplicable, to the nearest $1,000 principal amount or whole share extent it has deemed appropriate. Nothing in the foregoing paragraph is intended to limit the Underwriter’s obligations of fair dealing under MSRB Rule G-17 of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldMSRB.

Public Offering. (a) In connection The sale of Securities to the public shall commence as soon as you deem advisable. We will not sell any Securities until they are released by you for that purpose. When notified by you that the Securities are released for sale, we will offer, in conformity with the public offering terms of the Securitiesoffering set forth in the Prospectus, we authorize you, in your discretion (i) to determine the time such of the Securities to be purchased by us as are not reserved for our account for sale to Selected Dealers (as hereinafter defined) and others pursuant to Section 5. After the initial public offering, to change the public offering price and the concessions concession and discounts to dealers after the initial public offering, to furnish the Company with the information to discount therefrom may be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected changed by you ("Selected Dealers") and by notice to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you and we agree to a smaller proportion at the request of be bound by any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determinechange. If, in accordance with the terms of the offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions concession and discounts discount to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that Unless otherwise permitted in the Securities are released for public offeringInvitation, we will offer not sell any Securities to the public in conformity any account over which we have discretionary authority. We also will comply with the terms of offering any other restrictions which may be set forth in the Prospectus such of our Securities as you advise us are not reservedInvitation. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redeliveryThe initial public advertisement, commissionsif any, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to the Securities shall be in such Securities. (b) We authorize you to act form, shall appear on our behalf in making all arrangements for such date, and shall include the solicitation names of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be roundedUnderwriters, as you shall may determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection The sale of the Securities shall commence as soon as you deem advisable. We will not sell any Securities until they are released by you for that purpose. When notified by you that the Securities are released for sale, we will offer to the public in conformity with the public terms of offering set forth in the Prospectus or Offering Circular, such of the Securities to be purchased by us ("our Securities, we authorize you, in your discretion (i") as are not reserved for our account for sale to determine the time of Selected Dealers and others pursuant to Section 5. After the initial public offering, to change the public offering price and the concessions concession and discounts to dealers after the initial public offering, to furnish the Company with the information to discount therefrom may be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected changed by you ("Selected Dealers") and by notice to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you and we agree to a smaller proportion at the request of be bound by any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determinechange. If, in accordance with the terms of offering set forth in the ProspectusProspectus or Offering Circular, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions concession and discounts discount to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that If so directed in the Securities are released for public offeringInvitation, we will offer not sell any Securities to the public in conformity any account over which we have discretionary authority. We will also comply with the terms of offering any other restrictions which may be set forth in the Prospectus such of our Securities as you advise us are not reservedInvitation. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession The initial public advertisement with respect to the Securities shall appear on such Securities. (b) We authorize you to act on our behalf in making all arrangements for date, and shall include the solicitation names of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be roundedUnderwriters, as you shall may determine. Thereafter, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each any Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldmay advertise at its own expense.

Public Offering. (a) In connection with the The initial public offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to which shall be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be made as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, may be made on the date on which the Registration Statement becomes effective or as soon thereafter as in your judgment shall be practicable. The initial public offering prices for the Securities shall be as shown on the cover page of the Prospectus. We authorize you to determine the form of any advertisement of the Securities and the form of agreements, if any, with dealers. We also authorize you to manage any such public offering and to act as manager under agreements with dealers. We authorize you to reserve for sale, sell and deliver, on our behalf and for our account, to dealers (who may include any Underwriter) selected by you (herein sometimes referred to as the "Selected Dealers"), who are members of the National Association of Securities Dealers, Inc. (the "NASD") or to foreign banks, dealers and institutions not registered under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") which agree to make no sales within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, and in making sales to comply with the NASD's Interpretation With Respect to Free Riding and Withholding, and to such persons other than dealers as you shall select, such number of Securities purchased by us from the Company as you shall determine. Such reservations and sales to Selected Dealers and other persons for the respective accounts of the several Underwriters shall be made as you may determine. The concessions to be allowed to Selected Dealers and by them to be reallowed to others are specified in the form of Selected Dealer Agreement annexed hereto. If no Selected Dealer Agreement is entered into, we hereby authorize you to allow concessions not exceeding $_____ per share of Preferred Stock and $____ per Warrant (no part of which may be reallowed) to any other dealer who is a member of the National Association of Securities Dealers, Inc. or is a foreign dealer. The concessions and reallowances may be allowed only to dealers who are members in good standing of said Association, or foreign banks, dealers or institutions not eligible for membership in said Association who agree to make no sales within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, and in making other sales, to comply with said Associations' Interpretation With Respect to Free-Riding and Withholding. Sales to others than such members or such foreign banks, dealers or institutions will be made at a fixed price but the public offering prices. You shall advise us promptly on the public offering date of the number of Securities purchased by us which you have not reserved for sale to dealers or other persons. We will retain for direct sale all of such Securities and, at varying prices set any time prior to the termination of this Agreement, you may reserve for sale to dealers and other persons additional Securities retained by individual Underwriters based on market prices us and remaining unsold. We agree that whether or at negotiated prices, not any Selected Dealer Agreement with Selected Dealers is entered into we shall be governed by the provisions of clause the attached form of Selected Dealer Agreement (iexcept as otherwise expressly provided herein) above relating to your right to change during the public offering price and concessions and discounts to dealers shall term hereof, whether or not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or we are a Selected Dealers' concession shall be deemed to mean the prices and concessions determined by Dealer. Upon our request you may from time to time time, in your discretion, release to us for direct sale any Securities reserved by you for sale to Selected Dealers and other persons on our behalf and not then sold, and any Securities so released shall not thereafter be deemed reserved. Sales of Securities between Underwriters may be made with your If prior consentto, or as you deem advisable for Blue Sky purposes. After advice from you that within seven days after, the Securities are released for public offering, we will offer to the public in conformity with the terms termination of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any this Agreement any Securities sold by us (otherwise other than through you) which Securities sold by you purchase in the open market as Managing Underwriter for the account of an Underwriter pursuant to this Agreement or any Selected Dealer Agreement) shall be purchased by the Managing Underwriter or by any Underwriter will through the Managing Underwriter in the open market, then any of such Securities shall be repurchased by us on demand at a price equal to the total cost of such purchase thereof including any taxes commissions and transfer taxes, if any, on redelivery, commissions, accrued interest and dividends. The Securities delivered on such repurchase need not be the identical certificates Securities originally so purchased. In lieu of the repurchase of such action Securities you may may, at your option (a) charge us an amount equal to the difference between the public offering prices and the cost prices to Selected Dealers of the Securities so purchased, and any broker's commissions paid in your discretion connection with such purchase, or (b) sell for our account the Securities so purchased purchased, publicly or privately without notice at such prices and debit upon such terms and to such purchasers, including any of the several Underwriters, as you may determine, charging us the amount of any loss and expense or credit our account for crediting to us the loss or profit amount of any profit, less any expense, resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the The initial public offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our SecuritiesUnits, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to shall be made as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, may be made on the date on which the Registration Statement becomes effective or as soon thereafter as in your judgment shall be practicable. The initial public offering price for the Units shall be as shown on the cover page of the Prospectus. We authorize you to determine the form of any advertisement of the Units and the form of agreements, if any, with dealers. We also authorize you to manage any such public offering and to act as manager under agreements with dealers. We authorize you to reserve for sale, sell and deliver, on our behalf and for our account, to dealers (who may include any Underwriter) selected by you (herein sometimes referred to as the "Selected Dealers"), who are members of the National Association of Securities Dealers, Inc. (the "NASD") or to foreign banks, dealers and institutions not registered under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") which agree to make no sales within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, and in making sales to comply with the NASD's Interpretation With Respect to Free Riding and Withholding, and to such persons other than dealers as you shall select, such number of Units purchased by us from the Company as you shall determine. Such reservations and sales to Selected Dealers and other persons for the respective accounts of the several Underwriters shall be made as you may determine. The concessions to be allowed to Selected Dealers and by them to be reallowed to others are specified in the form of Selected Dealer Agreement annexed hereto. If no Selected Dealer Agreement is entered into, we hereby authorize you to allow concessions not exceeding $_____ per Unit (no part of which may be reallowed) to any other dealer who is a member of the National Association of Securities Dealers, Inc. or is a foreign dealer. The concessions and reallowances may be allowed only to dealers who are members in good standing of said Association, or foreign banks, dealers or institutions not eligible for membership in said Association who agree to make no sales within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, and in making other sales, to comply with said Associations' Interpretation With Respect to Free-Riding and Withholding. Sales to others than such members or such foreign banks, dealers or institutions will be made at a fixed price but the public offering prices. You shall advise us promptly on the public offering date of the number of Units purchased by us which you have not reserved for sale to dealers or other persons. We will retain for direct sale all of such Units and, at varying prices set any time prior to the termination of this Agreement, you may reserve for sale to dealers and other persons additional Units retained by individual Underwriters based on market prices us and remaining unsold. We agree that whether or at negotiated prices, not any Selected Dealer Agreement with Selected Dealers is entered into we shall be governed by the provisions of clause the attached form of Selected Dealer Agreement (iexcept as otherwise expressly provided herein) above relating to your right to change during the public offering price and concessions and discounts to dealers shall term hereof, whether or not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or we are a Selected Dealers' concession shall be deemed to mean the prices and concessions determined by Dealer. Upon our request you may from time to time time, in your discretion, release to us for direct sale any Units reserved by you for sale to Selected Dealers and other persons on our behalf and not then sold, and any Units so released shall not thereafter be deemed reserved. Sales of Securities between Underwriters may be made with your If prior consentto, or as you deem advisable for Blue Sky purposes. After advice from you that within seven days after, the Securities are released for public offering, we will offer to the public in conformity with the terms termination of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities this Agreement any Units sold by us (otherwise other than through you) which Units sold by you purchase in the open market as Managing Underwriter for the account of an Underwriter pursuant to this Agreement or any Selected Dealer Agreement) shall be purchased by the Managing Underwriter or by any Underwriter will through the Managing Underwriter in the open market, then any of such Units shall be repurchased by us on demand at a price equal to the total cost of such purchase thereof including any taxes commissions and transfer taxes, if any, on redelivery, commissions, accrued interest and dividends. Securities The Units delivered on such repurchase need not be the identical certificates Units originally so purchased. In lieu of the repurchase of such action Units you may may, at your option (a) charge us an amount equal to the difference between the public offering prices and the cost prices to Selected Dealers of the Units so purchased, and any broker's commissions paid in your discretion connection with such purchase, or (b) sell for our account the Securities Units so purchased purchased, publicly or privately without notice at such prices and debit upon such terms and to such purchasers, including any of the several Underwriters, as you may determine, charging us the amount of any loss and expense or credit our account for crediting to us the loss or profit amount of any profit, less any expense, resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the public offering of the Securities, we authorize you, in your discretion (i) If you "offer to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included sell" or "sell" any "securities" in the Registration Statement Licensee or Prospectus with respect to in the terms of offeringHotel, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, shall do so in accordance with the terms of offering and conditions set forth in this Subparagraph. All materials required by federal, state or other applicable law for the Prospectusoffer or sale of those securities must be submitted to us for review at least twenty (20) days before the date you distribute those materials, or file them with any governmental agency, including any materials to be used in any offering exempt from registration under federal or state securities laws. You must submit a non-refundable Two Thousand Five Hundred Dollar ($2,500) processing fee to us with the offering documents, and agree to pay any additional costs we may incur in reviewing your documents, including reasonable attorneys' fees. You also may not use any of the Securities is Marks or otherwise imply Hilton's or our participation or endorsement of any securities offering. We will have the right to approve any description of this Agreement or of your relationship with us, or any use of the Marks, contained in any "prospectus" or other communications or materials you use in the sale or offer of any "securities." You may not at a fixed price but at varying prices set by individual Underwriters based on market prices imply Hilton's or at negotiated prices, our participation in or endorsement of any such "securities." To the provisions of clause (i) above relating extent we give you any comments to your right documents, you must modify the documents to change address those comments, satisfactory to us, before filing or distributing the public offering price documents. Our review of these documents will not in any way be considered our agreement with any statements contained in those documents, including any projections, or our acknowledgment or agreement that the documents comply with any applicable laws. You may not sell any "securities" unless you do so in compliance with all applicable federal and concessions and discounts to dealers shall not applystate securities laws, and other references in this Section unless you clearly disclose to all purchasers and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except offerees that (i) as to neither we, nor any Delayed Delivery Contract determined by youEntity, nor any of our or their respective officers, directors, agents or employees, will in your discretion, to have been directed any way be deemed an "issuer" or "underwriter" of said "securities," and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, that (ii) we, the Entities, and our respective officers, directors, agents and employees have not assumed and will not have any liability or responsibility for any financial statements, prospectuses or other financial information contained in any "prospectus" or similar written or oral communication. You agree to indemnify, defend and hold the Indemnified Parties free and harmless of and from any and all liabilities, costs, damages, claims or expenses arising out of or related to the "sale" or "offer" of any of your "securities" to the same extent as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation provided in Paragraph 9 of each Underwriter shall be reduced this Agreement. All terms used in this Subparagraph will have the same meaning as nearly as practicable in the proportion determined by you that the amount Securities Act of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded1933, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldamended.

Public Offering. If no bids are received at either the Initial Bid End-Date or the Final Bid End-Date with a per share purchase price at least equal to the Valuation Amount, or if the sale of the applicable Transfer Shares is not able to be consummated by the Sale End-Date, then the Transferring Member shall have the right, but not the obligation, to sell the applicable Transfer Shares through the following underwritten public offering process (a “Public Offering”). (a) In connection If the Transferring Member desires to sell the applicable Transfer Shares in a Public Offering, the Transferring Member must provide the Company with written notice requesting that the public offering Company file a registration statement under the Securities Act covering the registration of the Securitiesapplicable Transfer Shares, we authorize you, in your discretion within fifteen (15) days from the last to occur of (i) the Initial Bid End-Date, if no bona fide bids are received with a per share purchase price at least equal to determine the time Valuation Amount, (ii) the Final Bid End-Date, if no bona fide final bids are received with a per share purchase price at least equal to the Valuation Amount, and (iii) the Sale End-Date, if the sale of the initial public offeringapplicable Transfer Shares is not able to be consummated by the Sale-End Date. (b) Upon receipt of such notice from the Transferring Member, the Company will promptly, and in no event less than ten (10) days of the receipt thereof, give written notice of the Transferring Member’s request to the Non-Transferring Member. The Non-Transferring Member shall, subject to the conditions set forth herein, have the right, by giving written notice to the Company within fifteen (15) days after receipt of the Company’s notice, to change include in such Public Offering such of its shares as it elects in such notice to the public offering price Company (the Transferring Member and the concessions Non-Transferring Member, if it elects to include some or all of its shares in the Public Offering, are referred to collectively as the “Selling Members” and discounts individually as a “Selling Member”). The Company shall also have the right, subject to dealers after the initial public offeringconditions set forth herein, to furnish include in such Public Offering any number of shares as it so elects. (c) The right of any Selling Member to include its shares in such registration will be conditioned upon such Selling Member’s participation in the underwriting and the inclusion of such ▇▇▇▇▇▇▇ Member’s shares in the underwriting to the extent provided herein. Each Selling Member proposing to distribute its shares through such underwriting will enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in accordance with Section 9.3.10(g). (d) Notwithstanding anything to the contrary in the foregoing, if the managing underwriter advises the Company with that the information total amount of shares requested to be included in the Registration Statement Public Offering exceeds the amount that the underwriter in its discretion determines is compatible with the success of the Public Offering, then the Company will so advise each Selling Member that would otherwise have shares included in such Public Offering pursuant hereto, and the shares that may be included in the underwriting will be as follows (in the following order of priority): first, the applicable Transfer Shares; second, the shares included for sale by the Non-Transferring Member; and third, the shares included for sale by the Company. For the avoidance of doubt, no Transfer Shares shall be excluded unless and until all other shares of the Non-Transferring Member and the Company have been excluded. Any shares excluded or Prospectus withdrawn from such underwriting will be withdrawn from the registration (e) The Non-Transferring Member (if it is not also a Selling Member) shall have the right to purchase its pro-rata portion (based on its Percentage Interest at the time of the Public Offering) of the shares being sold in the Public Offering. (f) When required to effect the registration of any shares pursuant to this Section 9.3.10, the Company will, as expeditiously as possible (provided that if the Company furnishes to the Member(s) requesting such registration a copy of a resolution of the Board of Managers certified by the Secretary of the Company stating that in the good faith judgment of the Board of Managers it would be seriously detrimental to the Company and its Members for such registration statement to be filed at such time, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request for registration, provided further that such request may not be exercised more than one time in any twelve (12) month period): (1) prepare and file with the SEC a registration statement with respect to the terms of offeringapplicable Transfer Shares (and the other shares included by the other Selling Members and/or the Company) and use commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible, and keep such registration statement effective until the distribution contemplated in the registration statement has been completed, provided that prior to determine the filing of the registration statement with the SEC, the Company will have furnished counsel for each Member with copies of all matters documents proposed to be filed and obtained the approval of such counsel, which approval shall not be unreasonably withheld or delayed, in respect of all disclosures therein relating to advertising and communications with dealers or otherssuch Member; (2) notify each Selling Member of the effectiveness of the registration statement and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all shares covered by such registration statement; (3) furnish to each Selling Member (i) a draft copy of the registration statement and (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to otherssuch numbers of copies of a prospectus, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers)a preliminary prospectus, all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to conformity with the respective underwriting obligations requirements of the Underwriters, unless you agree to a smaller proportion at the request of any UnderwriterSecurities Act, and such other reservations documents as it may reasonably request in order to be in such proportions as you determine, and, from time to time, to add to facilitate the reserved Securities any Securities retained disposition of shares owned by us remaining unsold and to release to us any of our Securities reserved but not soldit; (iii4) use commercially reasonable efforts to sell reserved Securities(i) register and qualify the shares covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as may be reasonably requested by each Selling Member and do all other acts and things that may be necessary or desirable to enable the Selling Members to consummate their public sale or other disposition of the shares in such states, provided that the Company will not be required in connection therewith or as a condition thereto to qualify to do business, where not otherwise required, or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, and (ii) cause such shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the disposition of such shares; (5) enter into and perform its obligations under the underwriting agreement, in usual and customary form, with the managing underwriter of such offering and take such other actions as the underwriters reasonably deem necessary to expedite or facilitate the disposition of the shares (including, without limitation, effecting a stock split or combination or causing its officers to participate in “road shows”); (6) notify each Selling Member covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation of any proceedings by any Person to such effect, and promptly use commercially reasonable efforts to obtain the release of such suspension, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as nearly then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly furnish to each Selling Member copies of a supplement or amendment of such prospectus as practicable may be necessary to correct such misstatement or omission; (7) cause all such shares registered pursuant hereunder to be listed on a national securities exchange or the Nasdaq National Market (or, if the Company’s shares are already listed, on each securities exchange on which similar securities issued by the Company are then listed); (8) provide a transfer agent and registrar for all shares registered pursuant hereunder and a CUSIP number for all such shares, in proportion each case not later than the effective date of such registration and use commercially reasonable efforts to cause the respective reservations, transfer agent to Selected Dealers at remove restrictive legends on the public offering price less the Selected Dealers' concession and to others at the public offering pricesecurities covered by such registration; and (iv9) permit each Selling Member requesting such registration or their counsel, the managing underwriter, and the accountants and counsel to buy Securities the underwriters, to conduct a due diligence investigation of Company, including, without limitation, the inspection of properties of the Company and financial and other records and corporate proceedings and access to Company management and the Company Accountant to supply all information reasonably requested by each Selling Member, underwriters and their counsel. (g) Underwriters for our account the Public Offering shall be selected mutually by each Selling Member and the Company. Subject to Section 9.3.10(h), all expenses incurred by the Company in connection with registrations, filings and qualifications made for purposes of this Section 9.3.10, including, without limitation, all registration, filing and qualification fees (including “blue sky” fees), printer and accounting fees, and fees and disbursements of counsel for the Company, shall be borne by all Selling Members (and the Company, if the Company elects to include any shares in the Public Offering), on a pro rata basis based on the number of shares included in the Public Offering. (h) If the managing underwriter advises the Company that consummation of the Public Offering requires that the Company convert from Selected Dealers a limited liability company to a corporation, the Company will promptly take all actions, and the Members will approve all actions and cause the Board of Managers to approve all actions, reasonably necessary or useful for such conversion effective immediately prior to the closing of the Public Offering. AMD Member shall bear all necessary attorneys’, accountants’ and filing fees and expenses and any sales and/or transfer taxes incurred by the Company in connection with the conversion of the Company from a limited liability company to a corporation as part of the Public Offering. (i) Each Member shall furnish the Company and the managing underwriter with such information regarding itself, the shares held by it and such other information as reasonably requested by the Company or the managing underwriter in order to satisfy the requirements applicable to the registration of the Selling Members’ shares. (j) Any Transfer Shares sold pursuant to a Public Offering shall only be sold at the public offering a per share price less such amount not equal to or in excess of the Selected Dealers' concession as you determineValuation Amount. IfIf such a minimum price cannot be obtained, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is then a Public Offering cannot at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not applybe consummated, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession sale process shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securitiesconclude. (bk) We authorize you to act on our behalf in making all arrangements for In the solicitation event of offers to purchase Delayed Delivery Securities from a Public Offering, the Seller Company and each Selling Member will enter an indemnification agreement, pursuant to Delayed Delivery Contracts which the Company and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determineSelling Member, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable fullest extent permitted by law, will agree to indemnify and hold harmless each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation other and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligationcertain other persons from and against certain claims, there shall be credited to such Underwriter damages and expenses arising under applicable securities laws in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect theretoPublic Offering. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall Such indemnification agreement may, but need not, be charged to each Underwriter included in the proportion which the amount underwriting agreement referenced in clause (f)(5) of Securities of this Section 9.3.10 above and shall in any event contain usual and customary terms and conditions for such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldagreements.

Public Offering. (a) In connection with the The Underwriter agrees to make an initial bona fide public offering of all the Securities, we authorize you, in your discretion (i) Bonds at a price of 100% of the principal amount thereof. Subsequent to determine the time of the initial public offering, the Underwriter reserves the right to change the public such initial offering price or prices as the Underwriter shall deem necessary in connection with the marketing of the Bonds and to offer and sell the concessions Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and discounts to dealers after others at prices lower than the initial public offering, to furnish the Company with the information to be included offering price or prices set forth in the Registration Statement hereinafter referred to Official Statement. The Underwriter also reserves the right (i) to engage in transactions that stabilize, maintain or Prospectus with respect to otherwise affect the terms market price of offering, the Bonds at a level above that which might otherwise prevail in the open market and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to othersdiscontinue such transactions, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers)if commenced, all or at any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you The Underwriter agrees to act assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing (as defined below) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (c) [Except as otherwise set forth in Exhibit A,] The Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Issuer or Bond Counsel. For purposes of this section, if Bonds mature on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree same date but have different interest rates, each separate CUSIP number within that all such arrangements maturity will be made only through youtreated as a separate maturity of the Bonds. (d) The Underwriter confirms that: (i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, directly together with the related pricing wires, contains or through Selected Dealers will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third- party distribution agreement, as applicable: (including Underwriters acting as Selected DealersA) (i) to whom you report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may pay be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a commission as provided purchaser who is a related party to an underwriter participating in the Prospectus and herein. The obligation initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriters to purchase Underwriter or the dealer, and pay (B) comply with the hold-the-offering-price rule, if applicable, if and for Securities so long as directed by the Underwriter or the dealer and as set forth in the Underwriting Agreement shall be reduced related pricing wires. (e) The Issuer acknowledges that, in making the proportion provided for thereinrepresentations set forth in this section, except that the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as to any Delayed Delivery Contract determined by youset forth in a selling group agreement and the related pricing wires, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you event that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter a third-party distribution agreement was employed in connection with such excess amount of Securities only the amount initial sale of the Selected Dealers' concession Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with respect theretothe requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The commissions payable Issuer further acknowledges that the Underwriter shall not be liable to Selected Dealers in respect the Issuer for the failure of Delayed Delivery Contracts arranged through them shall be charged any dealer who is a member of a selling group, or of any broker-dealer that is a party to each a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the proportion which initial sale of the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears Bonds to the total Securities so reserved and sold.public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offeringany Shares which we so agree to purchase, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale sale, and on our behalf sell, to dealers selected by you (including you or any of the other Underwriters, such dealers so selected being hereinafter called "Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), others all or any part of our Securities, which reservations Shares as you may determine. Reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through persons other than Selected Dealers are to shall be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any an Underwriter, and such other reservations . Reservations for sales to Selected Dealers need not be in such proportions as you determine, and, from time to time, to add to the proportion. All sales of reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, Shares shall be as nearly as practicable in proportion to the respective reservationsreservations as calculated from day to day. In your discretion, from time to time, you may add to the reserved Shares any Shares retained by us remaining unsold, and you may upon our request release to us any of our Shares reserved but not sold. Any Shares so released shall not thereafter be deemed to have been reserved. Upon termination of this Agreement, or prior thereto at your discretion, you shall deliver to our account any of our Shares reserved but not sold and delivered, except that if the aggregate of all reserved but unsold and undelivered Shares is less than 120,000 Shares, you are authorized to sell such Shares for the accounts of the several Underwriters at such price as you may determine. Sales of reserved Shares shall be made to Selected Dealers at the public offering price less the Selected Dealers' concession Concession (herein so called) pursuant to the Selected Dealer Agreement in substantially the form attached hereto, and to others at the public offering price; and (iv) . Underwriters and Selected Dealers may reallow a concession to other dealers as set forth in the Selected Dealer Agreement. After advice from you that the Shares are released for sale to the public, we will offer to the public in conformity with the terms of the offering set forth in the Prospectus such of our Shares as you advise us are not reserved. We authorize you after the Shares are released for sale to the public, in your discretion, to change the public offering price of the Shares and the Concession, and to buy Securities Shares for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession Concession as you may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities Shares between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky blue sky purposes. After advice from you We agree that the Securities are released for public offering, we will offer not sell to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) any accounts over which you purchase in the open market for the account of we exercise discretionary authority any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers Shares which we have agreed to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in under the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldAgreement.

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offeringany Shares which we so agree to purchase, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale sale, and on our behalf to sell, to dealers selected by you (including you or any of the other Underwriters, such dealers so selected being hereinafter called "Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), others all or any part of our Securities, which reservations Shares as you may determine. Reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through persons other than Selected Dealers are to shall be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any an Underwriter, and such other reservations . Reservations for sales to Selected Dealers need not be in such proportions as you determine, and, from time to time, to add to the proportion. All sales of reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, Shares shall be as nearly as practicable in proportion to the respective reservationsreservations as calculated from day to day. In your discretion, from time to time, you may add to the reserved Shares any Shares retained by us remaining unsold, and you may upon our request release to us any of our Shares reserved but not sold. Any Shares so released shall not thereafter be deemed to have been reserved. Upon termination of this Agreement, or prior thereto at your discretion, you shall deliver to us any of our Shares reserved but not sold and delivered, except that if the aggregate of all reserved but unsold and undelivered Shares is less than 10% of the Shares, you are authorized to sell such Shares for the accounts of the several Underwriters at such price or prices as you may determine. Sales of reserved Shares shall be made to Selected Dealers at the public offering price less a concession initially not in excess of $.63 per share (the "Selected Dealers' concession Concession") and to others at the public offering price; and . Underwriters and Selected Dealers may reallow a portion of such concession not in excess of $.10 per share to any other members of the National Association of Securities Dealers, Inc. (iv) "NASD"), acting as principal or buyer's agent, provided such member agrees that the reallowance is to be retained and not reallowed in whole or in part and also agrees in writing to comply with Section 2740 of the Conduct Rules of the NASD. After advice from you that the Shares are released for sale to the public, we will offer to the public in conformity with the terms of the offering set forth in the Prospectus such of our Shares as you advise us are not reserved. We authorize you after the Shares are released for sale to the public, in your discretion, to change the public offering price of the Shares and the concession, and to buy Securities Shares for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession Concession as you may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities Shares between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky state securities laws purposes. After advice from you We agree that the Securities are released for public offering, we will offer not sell to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) any accounts over which you purchase in the open market for the account of we exercise discretionary authority any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers Shares which we have agreed to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in under the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldAgreement.

Public Offering. Ladies and Gentlemen: The undersigned understands that you, as representatives (athe “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Atkore International Group Inc., a Delaware corporation (the “Company”) and CD&R Allied Holdings, L.P. (the “Selling Stockholder”) providing for a public offering (the “Public Offering”) of common stock, $0.01 par value (the “Stock”) of the Company (the “Shares”), pursuant to a Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the Company, or any options or warrants to purchase any shares of Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”) (other than the sale of any shares of Stock acquired after the Public Offering that is not required to be reported in any public report or filing with the SEC and regarding which the undersigned does not otherwise voluntarily effect any public filing or report). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. The Lock-Up Period will commence on the date of the preliminary prospectus used at the commencement of the roadshow in connection with the public offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change Shares and continue for 30 days after the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering date set forth in on the Prospectus, final prospectus (the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i“Public Offering Date”) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited Agreement. Notwithstanding the foregoing, (A) the undersigned may transfer the Undersigned’s Shares without the prior written consent of the Representatives pursuant to any trading plan in effect prior to the account date hereof intended to comply with Rule 10b5-1 under the Securities Exchange Act of such Underwriter based upon 1934, as amended (the amount by which such Underwriter's underwriting obligation is reduced as specified “1934 Act”); provided that any Form 4 reported in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection accordance with such excess amount of Securities only the amount Section 16 of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers Securities Exchange Act of 1934 shall denote in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in a footnote that the proportion which the amount of Securities of such Underwriter reserved and sold transfer was pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears an established Rule 10b5-1 plan, and (B) subject to the total Securities so reserved and sold.conditions below, the undersigned may transfer the Undersigned’s Shares without the prior written consent of the Representatives on behalf of the Underwriters:

Public Offering. (a) In connection with the public offering of the Securities, we you authorize youus, in your our discretion: (ia) to To determine the time and manner of the initial public offeringoffering (after the Registration Statement becomes effective), the initial public offering price, and the concessions and reallowances to dealers, to change the public offering price and the such concessions and discounts to dealers reallowances after the initial public offering, to furnish the Company with the information to be included in the Registration Statement and the Prospectus (and any amendment or Prospectus supplement thereto) with respect to the terms of the public offering, and to determine all matters relating to advertising the public advertisement of the Securities and any communications with dealers or others; (iib) to To reserve all or any part of your Securities for sale to retail purchasers (including institutions) and to dealers selected by you us ("Selected Dealers") among which may be included any Underwriter (including ourselves) and to otherseach of which shall be a member of the National Association of Securities Dealers, Inc., and each of which shall agree that in making sales to reserve purchasers in the United States it will conform to the Rules of Fair Practice of said Association (or, in the case of a foreign dealer not eligible for sale pursuant membership in such Association, which shall agree not to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealersreoffer, resell or deliver Securities in the United States, its territories or its possessions, or to persons whom it has reason to believe are citizens thereof or residents therein), all or any part of our Securities, which such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are retail purchasers to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, Underwriters and such other reservations for sales to Selected Dealers to be in such proportions proportion as you we determine, and, and from time to time, time to add to the reserved Securities any such Securities retained by us you remaining unsold and to release to us you any of our your Securities reserved but not sold; (iiic) to To sell reserved Securities, Securities as nearly as practicable in proportion to the respective reservationsreservations to retail purchasers at the public offering price, and to Selected Dealers at the public offering price less the Selected Dealers' Dealer's concession and pursuant to others at the public offering priceSelected Dealers Agreement in substantially the form attached; and (ivd) to To buy Securities for our your account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' Dealer's concession as you we may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you us that the Securities are released for public offering, we you will offer to the public in conformity with the terms of offering set forth in the Prospectus Prospectus, or any amendment or supplement, such of our your Securities as we advise you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in You recognize the open market for the account importance of any Underwriter will be repurchased by us on demand at a price equal to the total cost broad distribution of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased among bona fide investors and debit or credit our account for the loss or profit resulting from you agree to use your best efforts to obtain such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect broad distribution and to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determineend, to the nearest $1,000 principal amount or whole share of extent you deem practicable, to give priority to small orders. In offering the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged we will take such action as we deem appropriate to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldeffect a broad distribution.

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) you to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish supply the Company with the information to be included in the Registration Statement or and Prospectus with respect to the terms of the offering, to determine the time of the public offering after the Registration Statement becomes effective, to vary the public offering price of the Shares and the concessions and discounts to Dealers (as defined herein) and other terms of sale hereunder and under the agreements with Dealers after the Shares are released for sale to the public, and to determine all matters relating to advertising the advertisement of the Shares and communications communication with dealers or others; (ii) . We authorize you, with respect to any Shares that we so agree to purchase, to reserve for sale and to sell for our account such number of our Shares as you shall determine to retail purchasers and to securities dealers selected by you ("Selected Dealers") and to othersselected by you, including any of the Underwriters, under agreements substantially in the form attached hereto as Exhibit B (the "Selected Dealer Agreement"), and we authorize Schneider to reserve fix the concessions and reallowances in connection with a▇▇ ▇▇▇▇ ▇ales to Dealers. Such concessions and reallowances may be allowed only as consideration for services rendered in connection with the sale pursuant and distribution of the Shares and in accordance with the form of Selected Dealers Agreement annexed hereto. Sales to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations such retail purchasers shall be made at the public offering price. Except for sales for the accounts of Underwriters designated by a purchaser, aggregate sales of reserved Shares to others and retail purchasers will be made at the public offering price for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be the accounts of the several Underwriters as nearly as practicable in proportion to the their respective underwriting obligations obligations. Sales of the Underwriters, unless you agree reserved Shares to a smaller proportion at the request of any Underwriter, and such other reservations to Dealers will be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers made at the public offering price less the Selected Dealers' concession and to others at for the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess accounts of the Selected Dealers' concession several Underwriters in such proportion as you determine. If, You may in accordance with the terms of offering set forth in the Prospectus, the offering your discretion sell to another Underwriter any of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by Shares so reserved for our account if you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem determine that such sales are advisable for Blue Sky purposes. The transfer tax on any such sales shall be charged to the accounts of the several Underwriters in proportion to their respective underwriting obligations. At or prior to the time when the Shares are released for sale, you will advise us of the number of Shares so sold or reserved for sale for our account. We will retain for direct sale any Shares purchased by us and not sold or reserved for sale for our account. With the consent of Schneider, we may obtain release from you for direct sale of Shares re▇▇▇▇▇▇ ▇▇r sale to Dealers but not sold and paid for, in which event the number of Shares reserved for our account for sale to Dealers shall be correspondingly reduced. After advice from you that the Securities Shares are released for public offeringsale to the public, we will offer for sale to the public in conformity with the terms of the offering set forth in the Prospectus such of our Securities Shares as you advise us are not reservedsold or reserved for sale for our account. Any Securities sold We will advise Schneider, from time to time, at Schneider's request, of the number of ▇▇▇▇▇▇ ▇etained by us remaining ▇▇▇▇▇▇. ▇▇▇ may at any time (otherwise than through youa) which reserve any of such Shares for sale by you for our account or (b) purchase any of such Shares which, in the open market your opinion, are needed to enable you to make deliveries for the account accounts of several Underwriters pursuant to this Agreement. Such purchases will be made at the public offering price or, at the option of Schneider, at such price less any part of the Dealers' concession. ▇▇ respect of any Underwriter will be repurchased Shares sold directly by us on demand and thereafter purchased by you at or below the initial public offering price prior to the termination of this Agreement (or such longer period as may be necessary to cover any short position with respect to the Public Offering), you may charge our account with an amount equal to the Dealers' concession with respect thereto and credit such amount against the cost thereof, or you may require us to purchase such Shares at a price equal to the total cost of such purchase thereof, including any commissions and transfer taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell You are authorized to purchase Shares for our account from Dealers at the Securities so purchased and debit or credit our account for public offering price less a concession not exceeding the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected concession to Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. Ladies and Gentlemen: The undersigned understands that you propose to enter into an Underwriting Agreement (athe “Underwriting Agreement”) In connection with Univar Inc., a Delaware corporation (the “Company”) and the Selling Shareholders named in Schedule I to such agreement providing for a public offering (the “Public Offering”) of common stock, $0.01 par value (the “Stock”) of the Company (the “Shares”), pursuant to a Registration Statement on Form S-3 to be filed with the public offering Securities and Exchange Commission (the “SEC”). In consideration of the Securitiesagreement by you to offer and sell the Shares, we authorize youand of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, without your discretion (i) prior written consent, offer, sell, contract to determine the time sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the initial public offeringCompany, or any options or warrants to change purchase any shares of Stock of the public offering price and Company, or any securities convertible into, exchangeable for or that represent the concessions and discounts right to dealers after receive shares of Stock of the initial public offeringCompany, to furnish whether now owned or hereinafter acquired, owned directly by the Company with the information to be included in the Registration Statement undersigned (including holding as a custodian) or Prospectus with respect to which the terms undersigned has beneficial ownership within the rules and regulations of offering, and to determine all matters relating to advertising and communications with dealers or others; the SEC (ii) to reserve for sale to dealers selected by you (collectively the "Selected DealersUndersigned’s Shares") (other than the sale of any shares of Stock acquired after the Public Offering that is not required to be reported in any public report or filing with the SEC and regarding which the undersigned does not otherwise voluntarily effect any public filing or report). The foregoing restriction is expressly agreed to otherspreclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, and to reserve for sale pursuant to Delayed Delivery Contracts or grant of any right (including Delayed Delivery Contracts arranged by you through Selected Dealers), all without limitation any put or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iiicall option) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each any of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount Undersigned’s Shares or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant any security that includes, relates to, or derives any significant part of its value from such Shares. The Lock-Up Period will commence on the date hereof (the “Public Offering Date”) and continue for 30 days thereafter. Notwithstanding the foregoing, and subject to the Underwriting Agreement shall be credited to conditions below, the account of such Underwriter based upon undersigned may transfer the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.Undersigned’s Shares without your prior written consent:

Public Offering. (a) In connection We authorize you to supply ▇▇▇ ▇▇▇▇▇▇▇ with the public offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or and Prospectus with respect to the terms of the offering, to determine the time of the public offering after the Registration Statement becomes effective, to vary the public offering price of the Shares and the concessions and discounts to Dealers (as defined herein) and other terms of sale hereunder and under the agreements with Dealers after the Shares are released for sale to the public, and to determine all matters relating to advertising the advertisement of the Shares and communications communication with dealers or others; (ii) . We authorize you, with respect to any Shares that we so agree to purchase, to reserve for sale and to sell for our account such number of our Shares as you shall determine to retail purchasers and to securities dealers selected by you ("Selected Dealers") and to othersselected by you, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree under agreements substantially in the form attached hereto as Exhibit B (the "Selected Dealers Agreement"), and we authorize J.P. Turner to a smaller proportion fix the concessions and reallowances in connection with ▇▇▇ ▇▇▇▇ ▇ales to Dealers. Such concessions and reallowances may be allowed only as consideration for services rendered in connection with the sale and distribution of the Shares and in accordance with the Selected Dealers Agreement. Sales to such retail purchasers shall be made at the request then public offering price. Except for sales for the accounts of any UnderwriterUnderwriters designated by a purchaser, and such other reservations aggregate sales of reserved Shares to retail purchasers will be made at the public offering in such proportions a manner as you determine, and, from time . Sales of reserved Shares to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers will be made at the public offering price less the Selected Dealers' concession and to others at for the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess accounts of the Selected Dealers' concession several Underwriters in such proportion as you determine. If, You may in accordance with the terms of offering set forth in the Prospectus, the offering your discretion sell to another Underwriter any of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by Shares so reserved for our account if you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem determine that such sales are advisable for Blue Sky purposes. The transfer tax on any such sales shall be charged to the accounts of the several Underwriters in proportion to their respective underwriting obligations. At or prior to the time when the Shares are released for sale, you will advise us of the number of Shares so sold or reserved for sale of our account. We will retain for direct sale any Shares purchased by us and not sold or reserved for sale for our account. With the consent of J.P. Turner, we may obtain release from you for direct sale of Shares ▇▇▇▇▇▇▇▇ ▇▇r sale to Dealers but not sold and paid for, in which event the number of Shares reserved for our account for sale to Dealers shall be correspondingly reduced. After advice from you that the Securities Shares are released for public offeringsale to the public, we will offer for sale to the public in conformity with the terms of the offering set forth in the Prospectus such of our Securities Shares as you advise us are not reservedsold or reserved for sale for our account. Any Securities sold We will advise J.P. Turner, from time to time, at J.P. Turner's request, of the numbe▇ ▇▇ ▇▇▇▇▇▇ retained by us remainin▇ ▇▇▇▇▇▇. ▇▇▇ may at any time (otherwise than through youa) which reserve any of such Shares for sale by you for our account or (b) purchase any of such Shares which, in the open market your opinion, are needed to enable you to make deliveries for the account accounts of several Underwriters pursuant to this Agreement. Such purchases will be made at the then public offering price or, at the option of J.P. Turner, at such price less any part of the Dealers' concession. ▇▇ respect of any Underwriter will be repurchased Shares sold directly by us on demand and thereafter purchased by you at or below the initial public offering price prior to the termination of this Agreement (or such longer period as may be necessary to cover any short position with respect to the Public Offering), you may charge our account with an amount equal to the Dealers' concession with respect thereto and credit such amount against the cost thereof, or you may require us to purchase such Shares at a price equal to the total cost of such purchase thereof, including any commissions and transfer taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell You are authorized to purchase Shares for our account from Dealers at the Securities so purchased and debit or credit our account for public offering price less a concession not exceeding the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected concession to Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) you to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish supply the Company with the information to be included in the Registration Statement or and Prospectus with respect to the terms of the offering, to determine the time of the public offering after the Registration Statement becomes effective, to vary the public offering price of the Shares and the concessions and discounts to Dealers (as defined herein) and other terms of sale hereunder and under the agreements with Dealers after the Shares are released for sale to the public, and to determine all matters relating to advertising the advertisement of the Shares and communications communication with dealers or others; (ii) . We authorize you, with respect to any Shares that we so agree to purchase, to reserve for sale and to sell for our account such number of our Shares as you shall determine to retail purchasers and to securities dealers selected by you ("Selected Dealers") and to othersselected by you, including any of the Underwriters, under agreements substantially in the form attached hereto as Exhibit B (the "Selected Dealer Agreement"), and we authorize ▇▇▇▇▇▇▇▇▇ to reserve fix the concessions and reallowances in connection with any such sales to Dealers. Such concessions and reallowances may be allowed only as consideration for services rendered in connection with the sale pursuant and distribution of the Shares and in accordance with the form of Selected Dealers Agreement annexed hereto. Sales to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations such retail purchasers shall be made at the public offering price. Except for sales for the accounts of Underwriters designated by a purchaser, aggregate sales of reserved Shares to others and retail purchasers will be made at the public offering price for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be the accounts of the several Underwriters as nearly as practicable in proportion to the their respective underwriting obligations obligations. Sales of the Underwriters, unless you agree reserved Shares to a smaller proportion at the request of any Underwriter, and such other reservations to Dealers will be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers made at the public offering price less the Selected Dealers' concession and to others at for the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess accounts of the Selected Dealers' concession several Underwriters in such proportion as you determine. If, You may in accordance with the terms of offering set forth in the Prospectus, the offering your discretion sell to another Underwriter any of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by Shares so reserved for our account if you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem determine that such sales are advisable for Blue Sky purposes. The transfer tax on any such sales shall be charged to the accounts of the several Underwriters in proportion to their respective underwriting obligations. At or prior to the time when the Shares are released for sale, you will advise us of the number of Shares so sold or reserved for sale for our account. We will retain for direct sale any Shares purchased by us and not sold or reserved for sale for our account. With the consent of ▇▇▇▇▇▇▇▇▇, we may obtain release from you for direct sale of Shares reserved for sale to Dealers but not sold and paid for, in which event the number of Shares reserved for our account for sale to Dealers shall be correspondingly reduced. After advice from you that the Securities Shares are released for public offeringsale to the public, we will offer for sale to the public in conformity with the terms of the offering set forth in the Prospectus such of our Securities Shares as you advise us are not reservedsold or reserved for sale for our account. Any Securities sold We will advise ▇▇▇▇▇▇▇▇▇, from time to time, at ▇▇▇▇▇▇▇▇▇'▇ request, of the number of Shares retained by us remaining unsold. You may at any time (otherwise than through youa) which reserve any of such Shares for sale by you for our account or (b) purchase any of such Shares which, in the open market your opinion, are needed to enable you to make deliveries for the account accounts of several Underwriters pursuant to this Agreement. Such purchases will be made at the public offering price or, at the option of ▇▇▇▇▇▇▇▇▇, at such price less any part of the Dealers' concession. In respect of any Underwriter will be repurchased Shares sold directly by us on demand and thereafter purchased by you at or below the initial public offering price prior to the termination of this Agreement (or such longer period as may be necessary to cover any short position with respect to the Public Offering), you may charge our account with an amount equal to the Dealers' concession with respect thereto and credit such amount against the cost thereof, or you may require us to purchase such Shares at a price equal to the total cost of such purchase thereof, including any commissions and transfer taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell You are authorized to purchase Shares for our account from Dealers at the Securities so purchased and debit or credit our account for public offering price less a concession not exceeding the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected concession to Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. Ladies and Gentlemen: The undersigned understands that you propose to enter into an Underwriting Agreement (athe “Underwriting Agreement”) In connection with Univar Inc., a Delaware corporation (the “Company”) and the Selling Shareholders named in Schedule I to such agreement providing for a public offering (the “Public Offering”) of common stock, $0.01 par value (the “Stock”) of the Company (the “Shares”), pursuant to a Registration Statement on Form S-3 to be filed with the public offering Securities and Exchange Commission (the “SEC”). In consideration of the Securitiesagreement by you to offer and sell the Shares, we authorize youand of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, without your discretion (i) prior written consent, offer, sell, contract to determine the time sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the initial public offeringCompany, or any options or warrants to change purchase any shares of Stock of the public offering price and Company, or any securities convertible into, exchangeable for or that represent the concessions and discounts right to dealers after receive shares of Stock of the initial public offeringCompany, to furnish whether now owned or hereinafter acquired, owned directly by the Company with the information to be included in the Registration Statement undersigned (including holding as a custodian) or Prospectus with respect to which the terms undersigned has beneficial ownership within the rules and regulations of offering, and to determine all matters relating to advertising and communications with dealers or others; the SEC (ii) to reserve for sale to dealers selected by you (collectively the "Selected DealersUndersigned’s Shares") (other than the sale of any shares of Stock acquired after the Public Offering that is not required to be reported in any public report or filing with the SEC and regarding which the undersigned does not otherwise voluntarily effect any public filing or report). The foregoing restriction is expressly agreed to otherspreclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, and to reserve for sale pursuant to Delayed Delivery Contracts or grant of any right (including Delayed Delivery Contracts arranged by you through Selected Dealers), all without limitation any put or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iiicall option) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each any of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount Undersigned’s Shares or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant any security that includes, relates to, or derives any significant part of its value from such Shares. The Lock-Up Period will commence on the date hereof (the “Public Offering Date”) and continue for 45 days thereafter. Notwithstanding the foregoing, and subject to the Underwriting Agreement shall be credited to conditions below, the account of such Underwriter based upon undersigned may transfer the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.Undersigned’s Shares without your prior written consent:

Public Offering. (a) In connection with We authorize you, as Representatives of the several Underwriters, to manage the underwriting and the public offering of the Securities and to take such action in connection therewith and in connection with the purchase of the Securities and the carrying and resale of the Securities, we authorize youincluding without limitation the following, as you in your discretionsole discretion deem appropriate or desirable: (i) to determine the time of the initial public offering; (ii) to determine the amount of Securities, if any, to be purchased by the Underwriters pursuant to any over-allotment option; (iii) to change the public offering price and the concessions and discounts to dealers after the initial public offering, ; (iv) to furnish the Company with the information to be included in the Registration Statement or Prospectus Offering Document with respect to the terms of the offering, and ; and (v) to determine all matters relating to advertising and communications with dealers or others; . Our Acceptance shall constitute our representation that we have not advertised the offering and we agree that we will not do so until after the earlier of the Closing Date (iias defined in the Underwriting Agreement) or such date as you shall publicly advertise the offering. We understand that any advertisement we may then make will be our own responsibility and at our own expense. We also authorize you, in your discretion, to reserve for sale and to sell to dealers and others, which may include any Underwriters, selected by you ("Selected Dealers") and to others), and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securitiesthe Securities to be purchased by us, which reservations all as you shall determine. Any such sale to Selected Dealers may be made pursuant to the terms and conditions of your Master Selected Dealers' Agreement or otherwise, as you may determine. Each Selected Dealer shall be a person (a "Dealer") who is (i) a broker or dealer (as defined in the By-Laws of the National Association of Securities Dealers, Inc. (the "NASD")) actually engaged in the investment banking or securities business and (a) a member in good standing of the NASD that makes the representations and agreements applicable to such a member contained in Section 18 hereof or (b) a foreign bank, broker, dealer or other institution not eligible for membership in the NASD (a "foreign non-member") that makes the representations and agreements applicable to such foreign institutions contained in Section 18 hereof, or (ii) a "bank" as defined in Section 3(a)(6) of the Exchange Act (a "Bank") that is not a member of the NASD and that makes the representations and agreements applicable to Banks contained in Section 18 hereof. Reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are for our account need not be in proportion to our Underwriting Obligation, but sales of Securities reserved for our account for sale to Selected Dealers shall be made as nearly as practicable in proportion the ratio which the amount of Securities reserved for our account bears to the respective underwriting obligations aggregate amount of Securities reserved for the account of all Underwriters, unless you agree as calculated from day to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, day. The price to Selected Dealers at initially shall be the public offering price less a concession not in excess of the Selected Dealers' concession set forth in the Invitation and the price to others at persons other than Selected Dealers shall be the public offering price; and (iv) . With your consent, the Underwriters may allow, and Selected Dealers may re-allow, a discount on sales to Dealers in an amount not in excess of the amount set forth in the Invitation. Upon your request, we will advise you of the identity of any Dealer to whom we allow such a discount and any Underwriter or Selected Dealer from whom we receive such a discount. We also authorize you, in your discretion, to buy Immediate Delivery Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. At or before the time the Securities are released for sale, you shall notify us of the amount of Securities that has not been reserved for our account for sale to Selected Dealers and for sale pursuant to Delayed Delivery Contracts and the amount that is to be retained by us for direct sale. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of the offering set forth in the Offering Document such of our Securities as you advise are not reserved, not allowing any discounts from the public offering price except as therein or herein provided. In connection with any offering of Securities that are registered under the Securities Act and issued by a Company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale. We will from time to time, upon your request, report to you the amount of Securities retained by us for direct sale that remains unsold. Upon your request, we will deliver to you for our account, or sell to you for the account of one or more of the Underwriters, such amount of unsold Securities as you may designate at the public offering price less, in the case of sales or deliveries for the account of Selected Dealers, an amount determined by you not in excess of the concession to Selected Dealers. You may also repurchase Securities from other Underwriters and Selected Dealers, for the account of one or more of the other Underwriters at the public offering price less, in the case of purchases for the account of Selected Dealers, an amount determined by you not in excess of the concession to Selected Dealers. You may from time to time deliver to any Underwriter, for carrying purposes or for sale by such Underwriter, any of the Securities then reserved for sale pursuant to Delayed Delivery Contracts or for sale to, but not purchased and paid for by, Selected Dealers, all as above provided; however, to the extent that Securities are so delivered for sale by such Underwriter, the amount of Securities then reserved for the account of such Underwriter shall be correspondingly reduced. Securities delivered for carrying purposes only shall be redelivered to you upon demand. If, in accordance with the terms of offering set forth in the ProspectusOffering Document, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above the first paragraph of this Section relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any plus commissions and taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell the same for our account account, publicly or privately, without notice, at such prices and upon such terms and to such persons, including any of the Securities so purchased several Underwriters, as you may determine, and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offeringany Designated Preferred Securities which we so agree to purchase, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale sale, and on our behalf to sell, to dealers selected by you (including you or any of the other Underwriters, such dealers so selected being hereinafter called "Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), others all or any part of our Securities, which reservations Designated Preferred Securities as you may determine. Reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through persons other than Selected Dealers are to shall be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any an Underwriter, and such other reservations . Reservations for sales to Selected Dealers need not be in such proportions as you determine, and, from time to time, to add to the proportion. All sales of reserved Designated Preferred Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, shall be as nearly as practicable in proportion to the respective reservationsreservations as calculated from day to day. In your discretion, from time to time, you may add to the reserved Designated Preferred Securities any Designated Preferred Securities retained by us remaining unsold, and you may upon our request release to us any of our Designated Preferred Sales of reserved Designated Preferred Securities shall be made to Selected Dealers at the public offering price less the Selected Dealers' concession Concession pursuant to the Selected Dealer Agreement in substantially the form attached hereto, and to others at the public offering price; and (iv) . Underwriters and Selected Dealers may reallow a concession to other dealers as set forth in the Selected Dealer Agreement. After advice from you that the Designated Preferred Securities are released for sale to the public, we will offer to the public in conformity with the terms of the offering set forth in the Prospectus such of our Designated Preferred Securities as you advise us are not reserved. We authorize you after the Designated Preferred Securities are released for sale to the public, in your discretion, to change the public offering price of the Designated Preferred Securities and the concession, and to buy Designated Preferred Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession Concession as you may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Designated Preferred Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky blue sky purposes. After advice from you We agree that the Securities are released for public offering, we will offer not sell to the public in conformity with the terms of offering set forth in the Prospectus such of our any accounts over which we exercise discretionary authority any Designated Preferred Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers we have agreed to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in under the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldAgreement.

Public Offering. It shall be a condition to the City’s obligation to execute and deliver the Bonds to the Underwriter, and to the obligation of the Underwriter to purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds is sold and delivered by the City and accepted and paid for by the Underwriter at the Closing. The Underwriter intends to make a bona fide public offering of all the Bonds at a price or prices not in excess of the initial public offering price or prices set forth on the inside cover page of the Official Statement. The Bonds may be offered and sold to certain dealers (including dealers depositing such Bonds into investment trusts or mutual funds) at prices lower than such public offering prices. The Underwriter reserves the right to make such changes in such prices as the Underwriter shall deem necessary in connection with the offering of the Bonds.‌ The Underwriter represents and warrants that it will offer the Bonds only pursuant to the Official Statement and only in states where the offer and sale of the Bonds are legal, either as exempt securities, as exempt transactions or as a result of due registration of the Bonds for sale in any such state. The Underwriter acknowledges that the City has not authorized or consented to: (a) In the sale of Bonds to any purchaser in connection with the initial public offering of the Bonds unless a copy of the Official Statement is delivered to such purchaser not later than the settlement of such transaction; (b) making any representations or providing any information to prospective purchasers of the Bonds in connection with the public offering and sale of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with Bonds other than the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the ProspectusPreliminary Official Statement, the Official Statement and any amendment thereto approved in writing by the City; or (c) any actions in connection with the public offering and sale of the Bonds in violation of applicable requirements of federal and state securities laws and any applicable requirements of the Municipal Securities Rulemaking Board and the Securities Industry and Financial Markets Association. The City agrees to deliver to the Underwriter, at such addresses as the Underwriter may specify, as many copies of the Official Statement as the Underwriter reasonably requests as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated pricesand Exchange Commission under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”) and with Rule G-32 and all other applicable rules of the provisions of clause (i) above relating Municipal Securities Rulemaking Board. The City agrees to your right deliver such Official Statements within seven business days after the execution hereof. The City hereby agrees with the Underwriter that it will undertake to change provide the public offering price and concessions and discounts to dealers shall not applyfinancial, statistical and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth information described in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in Official Statement under the open market for heading “CONTINUING DISCLOSURE” at the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determinetimes, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified persons and in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligationmanner set forth therein, there shall be credited to such Underwriter all in connection accordance with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldRule 15c2-12.

Public Offering. (a) In connection with On the basis of the representations and warranties --------------- herein contained, but subject to the terms and conditions in this Agreement set forth, Dominion agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from Dominion, at the price, place and time hereinafter specified, the total number of the Firm PIES set forth opposite the name of such Underwriter in Schedule II hereto. The Underwriters agree to make a public offering of the Securities, we authorize you, their respective Firm PIES specified in your discretion (i) to determine the time of Schedule II hereto at the initial public offering, offering price specified in Schedule I hereto. It is understood that after such initial offering the several Underwriters reserve the right to change vary the public offering price and further reserve the concessions and discounts right to dealers after withdraw, cancel or modify such offering without notice. In addition, Dominion hereby grants to the initial public offering, Underwriters an option to furnish purchase up to 750,000 Option PIES. Such option is granted solely for the Company with the information to be included purpose of covering over-allotments in the Registration Statement or Prospectus with respect to sale of the terms Firm PIES and is exercisable as provided herein. Option PIES shall be purchased severally for the account of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable the Underwriters in proportion to the respective underwriting obligations number of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering Firm PIES set forth in opposite the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities name of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securitiesin Schedule II hereto. The fee payable to respective obligations of each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement Option PIES shall be credited adjusted by the Representative so that no Underwriter should be obligated to purchase Option PIES other than in 100 unit amounts. The price of both the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation Firm PIES and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there any Option PIES shall be credited $50 per PIES. Dominion shall not be obligated to such Underwriter in connection with such excess amount of Securities only the amount deliver any of the Selected Dealers' concession with respect thereto. The commissions payable PIES to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged delivered on the First Closing Date (as hereinafter defined) or the Second Closing Date (as hereinafter defined), as the case may be, except upon payment for all the PIES to each Underwriter in the proportion which the amount of Securities of be purchased on such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldClosing Date as provided herein.

Public Offering. (a) In connection with We authorize you, as Representatives of the several Underwriters, to manage the underwriting and the public offering of the Securities and to take such action in connection therewith and in connection with the purchase of the Securities and the carrying and resale of the Securities, we authorize youincluding without limitation the following, as you in your discretionsole discretion deem appropriate or desirable: (i) to determine the time of the initial public offering; (ii) to determine the amount of Securities, if any, to be purchased by the Underwriters pursuant to any over-allotment option; (iii) to change the public offering price and the concessions and discounts to dealers after the initial public offering, ; (iv) to furnish the Company with the information to be included in the Registration Statement or Prospectus Offering Document with respect to the terms of the offering, and ; and (v) to determine all matters relating to advertising and communications with dealers or others; . Our Acceptance shall constitute our representation that we have not advertised the offering and we agree that we will not do so until after the earlier of the Closing Date (iias defined in the Underwriting Agreement) or such date as you shall publicly advertise the offering. We understand that any advertisement we may then make will be our own responsibility and at our own expense. We also authorize you, in your discretion, to reserve for sale and to sell to dealers and others, which may include any Underwriters, selected by you ("Selected Dealers") and to others), and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set to be purchased by individual Underwriters based on market prices or at negotiated pricesus, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, . Any such sale to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities Selected Dealers may be made pursuant to the Underwriting Agreement shall be credited to the account terms and conditions of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the your Master Selected Dealers' concession with respect theretoAgreement or otherwise, as you may determine. The commissions payable to Each Selected Dealers in respect of Delayed Delivery Contracts arranged through them Dealer shall be charged to each Underwriter a person (a "Dealer") who is (i) a broker or dealer (as defined in the proportion which By-Laws of the amount National Association of Securities Dealers, Inc. (the "NASD")) actually engaged in the investment banking or securities business and (a) a member in good standing of the NASD that makes the representations and agreements applicable to such Underwriter reserved a member contained in Section 18 hereof or (b) a foreign bank, broker, dealer or other institution not eligible for membership in the NASD (a "foreign non-member") that makes the representations and sold pursuant agreements applicable to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.such foreign institutions

Public Offering. Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several underwriters (athe “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of shares (the “Shares”) of common stock, $0.01 par value per share (the “Stock”), of the Company, pursuant to a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, subject to the other provisions of this Lock-Up Agreement, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, without having received a prior written waiver from Citigroup Global Markets Inc. and ▇▇▇▇▇ Fargo Securities, LLC, (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the Company, or any options or warrants to purchase shares of Stock, shares acquired upon the vesting of restricted stock units or settlement of deferred stock units or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock (collectively the “Undersigned’s Shares”), the foregoing restriction being expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably would be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Shares. The Lock-Up Period will commence on the date of the preliminary prospectus supplement in connection with the public offering Public Offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price Shares and the concessions and discounts to dealers continue for 60 days after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering Public Offering date set forth in on the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities final prospectus pursuant to the Underwriting Agreement Agreement. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares without having received a written waiver from Citigroup Global Markets Inc. and ▇▇▇▇▇ Fargo Securities, LLC, provided that (1) any such transfer shall not involve a disposition for value (other than those described below in (i), (ii), (v), (vii), (ix) and (x)), (2) such transfers (other than those described below in (i), (vii), (ix) and (x)) are not required to be credited to reported with the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified SEC on Form 4 in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection accordance with such excess amount of Securities only the amount Section 16 of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect Securities Exchange Act of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in 1934, as amended (the proportion which “Exchange Act”), and (3) the amount of Securities of undersigned does not otherwise voluntarily effect any public filing or report regarding such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.transfers:

Public Offering. Ladies and Gentlemen: The undersigned understands that you, as representatives (athe “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with SiteOne Landscape Supply, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule II to such agreement, providing for a public offering (the “Public Offering”) of shares (the “Shares”) of common stock, $0.01 par value per share (the “Stock”) of the Company, pursuant to a Registration Statement on Form S-1 (File No. 333-214628) filed with the U.S. Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, subject to the other provisions of this Lock-Up Agreement, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, without having received a prior written waiver from ▇▇▇▇▇▇▇, Sachs & Co. and UBS Securities LLC (the “Lock-Up Waiver Requirement”), (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the Company, or any options or warrants to purchase shares of Stock, shares acquired upon the vesting of restricted stock units or settlement of deferred stock units or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock (collectively the “Undersigned’s Shares”) (other than the sale, transfer or other disposition of any shares of Stock acquired after the Public Offering Date (as defined below) that is not required to be reported in any public report or filing with the SEC and regarding which the undersigned does not otherwise voluntarily effect any public filing or report), the foregoing restriction being expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition or the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Shares. The Lock-Up Period will commence on the date of the preliminary prospectus first used in connection with the public offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change Shares and continue for 90 days after the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering date set forth in on the Prospectus, final prospectus (the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i“Public Offering Date”) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement Agreement. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares without having received any waiver in compliance with the Lock-Up Waiver Requirement; provided that (1) any such transfer shall not involve a disposition for value (other than those described below in (i), (ii), (v) and (vii)), (2) such transfers (other than those described below in (i)[, (iii)]1 and (vii)) are not required to be credited to reported with the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified SEC on Form 4 in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection accordance with such excess amount of Securities only the amount Section 16 of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect Securities Exchange Act of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in 1934, as amended (the proportion which “Exchange Act”) and (3) the amount of Securities of undersigned does not otherwise voluntarily effect any public filing or report regarding such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.transfers:

Public Offering. (a) In connection We authorize you to supply the Company with the public offering information to be included in the Registration Statement and Prospectus with respect to the terms of the Securitiesoffering, we authorize you, in your discretion (i) to determine the time of the initial public offeringoffering after the Registration Statement becomes effective, to change vary the public offering price of the Registered Units and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising the advertisement of the Securities and communications communication with dealers or others; (ii) . We authorize you, with respect to any Registered Units which we so agree to purchase, to reserve for sale and to sell for our account such number of our Registered Units as you shall determine, to securities dealers selected by you ("Selected Dealers") ), including any of the Underwriters. We authorize you to determine the form and manner of any communications or agreements with Dealers. If there shall be any such agreements with Dealers, you are authorized to othersact as managers thereunder, and we agree, in such event, to reserve be governed by the terms and conditions of such agreements to the extent we act as a Dealer. The form of Selected Dealer Agreement attached hereto as Exhibit B is satisfactory to us. If there shall not be any written agreements with Dealers, we agree to be governed by the terms and conditions of such Selected Dealer Agreement to the extent we act as a Dealer. After the Registration Statement becomes effective, you will advise us of the number of our Registered Units not so reserved but retained by us for sale pursuant direct sale. Any of our Registered Units reserved but not sold may, from time to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by time, on our request and in your discretion, be released to us, and Registered Units so released will not thereafter be deemed to be reserved, except that any time prior to termination of the provisions of the last paragraph of this Section 4, we will on request advise you through Selected Dealers), of the number of our retained unsold Registered Units and you may in your discretion add all or any part number of our Securities, which reservations such retained unsold Registered Units to those reserved by you for sales sale. Sales of reserved Registered Units to others and Dealers will be made at $_______ per Unit for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be the accounts of the several Underwriters as nearly as practicable in proportion to the their respective underwriting obligations obligations. You may in your discretion sell to another Underwriter any of the Underwriters, unless Registered Units so reserved for our account if you agree to a smaller proportion at the request of determine that such sales are advisable for Blue Sky purposes. The transfer tax on any Underwriter, and such other reservations to sales shall be in such proportions as you determine, and, from time to time, to add charged to the reserved Securities any Securities retained by us remaining unsold and to release to us any accounts of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable the several Underwriters in proportion to their respective underwriting obligations. You, and any of the respective reservationsUnderwriters with your consent, may make purchases and sales of Registered Units from or to Selected any other Underwriter at the public offering price less a concession equivalent to all or any part of the gross underwriting spread. You are authorized to purchase Registered Units for our account from Dealers at the public offering price less a concession not exceeding the Selected concession to Dealers' concession and . We will offer to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. Ifpublic, in accordance conformity with the terms of the offering set forth in the Prospectus, the offering of the Securities is our Registered Units not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined reserved by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offeringany Shares which we so agree to purchase, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale sale, and on our behalf sell, to dealers selected by you (including you or any of the other Underwriters, such dealers so selected being hereinafter called "Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), others all or any part of our Securities, which reservations Shares as you may determine. Reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through persons other than Selected Dealers are to shall be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any an Underwriter, and such other reservations . Reservations for sales to Selected Dealers need not be in such proportions as you determine, and, from time to time, to add to the proportion. All sales of reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, Shares shall be as nearly as practicable in proportion to the respective reservationsreservations as calculated from day to day. In your discretion, from time to time, you may add to the reserved Shares any Shares retained by us remaining unsold, and you may upon our request release to us any of our Shares reserved but not sold. Any Shares so released shall not thereafter be deemed to have been reserved. Upon termination of this Agreement, or prior thereto at your discretion, you shall deliver to our account any of our Shares reserved but not sold and delivered, except that if the aggregate of all reserved but unsold and undelivered Shares is less than 300,000 Shares, you are authorized to sell such Shares for the accounts of the several Underwriters at such price as you may determine. Sales of reserved Shares shall be made to Selected Dealers at the public offering price less the Selected Dealers' concession Concession (herein so called) pursuant to the Selected Dealer Agreement in substantially the form attached hereto, and to others at the public offering price; and (iv) . Underwriters and Selected Dealers may reallow a concession to other dealers as set forth in the Selected Dealer Agreement. After advice from you that the Shares are released for sale to the public, we will offer to the public in conformity with the terms of the offering set forth in the Prospectus such of our Shares as you advise us are not reserved. We authorize you after the Shares are released for sale to the public, in your discretion, to change the public offering price of the Shares and the Concession, and to buy Securities Shares for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession Concession as you may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities Shares between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky blue sky purposes. After advice from you We agree that the Securities are released for public offering, we will offer not sell to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) any accounts over which you purchase in the open market for the account of we exercise discretionary authority any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers Shares which we have agreed to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in under the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldAgreement.

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offeringany Designated Preferred Securities which we so agree to purchase, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale sale, and on our behalf to sell, to dealers selected by you (including you or any of the other Underwriters, such dealers so selected being hereinafter called "Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), others all or any part of our Securities, which reservations Designated Preferred Securities as you may determine. Reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through persons other than Selected Dealers are to shall be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any an Underwriter, and such other reservations . Reservations for sales to Selected Dealers need not be in such proportions as you determine, and, from time to time, to add to the proportion. All sales of reserved Designated Preferred Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, shall be as nearly as practicable in proportion to the respective reservationsreservations as calculated from day to day. In your discretion, from time to Selected Dealers at time, you may add to the public offering price less the Selected Dealers' concession reserved Designated Preferred Securities any Designated Preferred Securities retained by us remaining unsold, and you may upon our request release to others at the public offering price; and (iv) to buy us any of our Designated Preferred Securities for our account from Selected Dealers at the public offering price less such amount reserved but not in excess of the Selected Dealers' concession as you determinesold. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Any Designated Preferred Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers so released shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall thereafter be deemed to mean the prices and concessions determined by you from time to time in have been reserved. Upon termination of this Agreement, or prior thereto at your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer shall deliver to the public in conformity with the terms of offering set forth in the Prospectus such our account any of our Designated Preferred Securities as you advise us are reserved but not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for thereindelivered, except that (i) as if the aggregate of all reserved but unsold and undelivered Designated Preferred Securities is less than ------------ Designated Preferred Securities, you are authorized to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, sell such obligation Designated Preferred Securities for the accounts of the several Underwriters at such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, price or prices as you shall may determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the public offering of the Securities, we authorize you, in your discretion (i) , to determine the time of the initial public offering, to determine the amount of Securities, if any, to be purchased by the Underwriters pursuant to any over-allotment option, to change the initial public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; . We authorize you (iii) to reserve for sale and to sell to (A) institutions and retail investors, and (B) dealers selected by you ("Selected Dealers") and to others), and (ii) to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securitiesthe Securities to be purchased by us, which reservations as you determine. Any such sale to Selected Dealers may be made pursuant to the terms and conditions of your Master Selected Dealers Agreement or otherwise, as you may determine. Each Selected Dealer shall be a person (a "Dealer") who is a broker or dealer (as defined in the By-Laws of the National Association of Securities Dealers, Inc. (the "NASD")) actually engaged in the investment banking or securities business and (i) a member in good standing of the NASD that makes the representations and agreements applicable to such a member contained in Section 17 hereof or (ii) a foreign broker, dealer or other institution not eligible for membership in the NASD that makes the representations and agreements applicable to such foreign institutions contained in Section 17 hereof. You may arrange for any Underwriter, including the Representatives, to become one of the Selected Dealers. Reservations for sales to others institutions and retail investors and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers for our account are to be as nearly as practicable in proportion to the respective our underwriting obligations of the Underwritersobligation, unless you agree except for such sales for our account as designated by an institution or retail customer. Reservations for sales to a smaller proportion at the request of any Underwriter, and such other reservations to Selected Dealers for our account need not be in such proportions as you determineproportion to our underwriting obligation, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any but sales of our Securities reserved but not sold; (iii) for our account for sale to sell reserved Securities, Selected Dealers shall be made as nearly as practicable in proportion the ratio which the amount of Securities reserved for our account bears to the respective reservationsaggregate amount of Securities reserved for the account of all Underwriters, as calculated from day to day. The price to Selected Dealers at initially shall be the public offering price less a concession not in excess of the Selected Dealers' concession set forth in the Invitation and the price to others at institutions and retail investors shall be the public offering price; and (iv) . With your consent, the Underwriters may allow, and Selected Dealers may re-allow, a discount on sales to Dealers in an amount not in excess of the amount set forth in the Invitation. Upon your request, we will advise you of the identity of any Dealer to whom we allow such a discount and any Underwriter or Selected Dealer from whom we receive such a discount. We also authorize you, in your discretion, to buy Immediate Delivery Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. At or before the time the Securities are released for sale, you shall notify us of the amount of Securities that has not been reserved for our account for sale to Selected Dealers and for sale pursuant to Delayed Delivery Contracts and the amount that is to be retained by us for direct sale. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of the offering set forth in the Prospectus such of our Securities as you advise are not reserved. We will from time to time, upon your request, report to you the amount of Securities retained by us for direct sale that remains unsold. Upon your request, we will deliver to you for our account, or sell to you for the account of one or more of the Underwriters, such amount of unsold Securities as you may designate at the public offering price less, in the case of sales or deliveries for the account of Selected Dealers, an amount determined by you not in excess of the concession to Selected Dealers. You may also repurchase Securities from other Underwriters and Selected Dealers, for the account of one or more of the other Underwriters, at the public offering price less, in the case of purchases for the account of Selected Dealers, an amount determined by you not in excess of the concession to Selected Dealers. You may from time to time deliver to any Underwriter, for carrying purposes or for sale by such Underwriter, any of the Securities then reserved for sale pursuant to Delayed Delivery Contracts or for sale to, but not purchased and paid for by, Selected Dealers, all as above provided; however, to the extent that Securities are so delivered for sale by such Underwriter, the amount of Securities then reserved for the account of such Underwriter shall be correspondingly reduced. Securities delivered for carrying purposes only shall be redelivered to you upon demand. If, in accordance with the terms of the offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above the first paragraph of this Section relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold or loaned by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any plus commissions and taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates Securities so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) Delayed Delivery Arrangements. We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller Company pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters Underwriter shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share or unit of the Securities. The fee payable by the Company to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Immediate Delivery Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with respect to such excess amount of Securities only the amount of the Selected Dealers' concession with respect theretoconcession. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offeringany Shares which we so agree to purchase, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale sale, and on our behalf to sell, to dealers selected by you (including you or any of the other Underwriters, such dealers so selected being hereinafter called "Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), others all or any part of our Securities, which reservations Shares as you may determine. Reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through persons other than Selected Dealers are to shall be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any an Underwriter, and such other reservations . Reservations for sales to Selected Dealers need not be in such proportions as you determine, and, from time to time, to add to the proportion. All sales of reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, Shares shall be as nearly as practicable in proportion to the respective reservationsreservations as calculated from day to day. In your discretion, from time to time, you may add to the reserved Shares any Shares retained by us remaining unsold, and you may upon our request release to us any of our Shares reserved but not sold. Any Shares so released shall not thereafter be deemed to have been reserved. Upon termination of this Agreement, or prior thereto at your discretion, you shall deliver to us any of our Shares reserved but not sold and delivered, except that if the aggregate of all reserved but unsold and undelivered Shares is less than 10%, you are authorized to sell such Shares for the accounts of the several Underwriters at such price or prices as you may determine. Sales of reserved Shares shall be made to Selected Dealers at the public offering price less a concession initially not in excess of $.__ per share (the "Selected Dealers' concession Concession") and to others at the public offering price; and . Underwriters and Selected Dealers may reallow a portion of such concession not in excess of $___ per share to any other members of the National Association of Securities Dealers, Inc. (iv) "NASD"), acting as principal or buyer's agent, provided such member agrees that the reallowance is to be retained and not reallowed in whole or in part and also agrees in writing to comply with Section 24 of Article III of the Rules of Fair Practice of the NASD. After advice from you that the Shares are released for sale to the public, we will offer to the public in conformity with the terms of the offering set forth in the Prospectus such of our Shares as you advise us are not reserved. We authorize you after the Shares are released for sale to the public, in your discretion, to change the public offering price of the Shares and the concession, and to buy Securities Shares for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession Concession as you may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities Shares between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky state securities laws purposes. After advice from you We agree that the Securities are released for public offering, we will offer not sell to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) any accounts over which you purchase in the open market for the account of we exercise discretionary authority any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers Shares which we have agreed to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in under the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldAgreement.

Public Offering. (a) In connection with the public offering of the Securities, we you authorize youus, in your our discretion: (ia) to To determine the time and manner of the initial public offeringoffering (after the Registration Statement become effective), the initial public offering price, and the concessions and reallowances to dealers, to change the public offering price and the such concessions and discounts to dealers reallowances after the initial public offering, to furnish the Company with the information to be included in the Registration Statement and the Prospectus (and any amendment or Prospectus supplement thereto) with respect to the terms of the public offering, and to determine all matters relating to advertising the public advertisement of the Securities and any communications with dealers or others; (iib) to To reserve all or any part of your Securities for sale to retail purchasers (including institutions) and to dealers selected by you us ("Selected Dealers") among which may be included any Underwriter (including ourselves) and to otherseach of which shall be a member of the National Association of Securities Dealers, Inc., and each of which shall agree that in making sales to reserve purchasers in the United States it will conform to the Rules of Fair Practice of said Association (or, in the case of a foreign dealer not eligible for sale pursuant membership in such Association, which shall agree not to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealersreoffer, resell or deliver Securities in the United States, its territories or its possessions, or to persons whom it has reason to believe are citizens thereof or residents therein), all or any part of our Securities, which such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are retail purchasers to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, Underwriters and such other reservations for sales to Selected Dealers to be in such proportions proportion as you we determine, and, and from time to time, time to add to the reserved Securities any such Securities retained by us you remaining unsold and to release to us you any of our your Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. Ladies and Gentlemen: The undersigned understands that you, as representatives (athe “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with SiteOne Landscape Supply, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule II to such agreement, providing for a public offering (the “Public Offering”) of shares (the “Shares”) of common stock, $0.01 par value per share (the “Stock”) of the Company, pursuant to a Registration Statement on Form S-1 (File No. 333-214628) filed with the U.S. Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, subject to the other provisions of this Lock-Up Agreement, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, without having received a prior written waiver from ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and UBS Securities LLC (the “Lock-Up Waiver Requirement”), (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the Company, or any options or warrants to purchase shares of Stock, shares acquired upon the vesting of restricted stock units or settlement of deferred stock units or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock (collectively the “Undersigned’s Shares”) (other than the sale transfer or other disposition of any shares of Stock acquired after the Public Offering Date (as defined below) that is not required to be reported in any public report or filing with the SEC and regarding which the undersigned does not otherwise voluntarily effect any public filing or report), the foregoing restriction being expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition or the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Shares. The Lock-Up Period will commence on the date of the preliminary prospectus first used in connection with the public offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change Shares and continue for 90 days after the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering date set forth in on the Prospectus, final prospectus (the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i“Public Offering Date”) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement Agreement. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares without having received any waiver in compliance with the Lock-Up Waiver Requirement; provided that (1) any such transfer shall not involve a disposition for value (other than those described below in (i), (ii), (v) and (vii)), (2) such transfers (other than those described below in (i) and (vii)) are not required to be credited to reported with the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified SEC on Form 4 in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection accordance with such excess amount of Securities only the amount Section 16 of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect Securities Exchange Act of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in 1934, as amended (the proportion which “Exchange Act”) and (3) the amount of Securities of undersigned does not otherwise voluntarily effect any public filing or report regarding such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.transfers:

Public Offering. (a) Each Dealer hereby agrees to use its best efforts to solicit subscriptions for the Common Shares. Each Dealer hereby confirms that it is a dealer actually engaged in the investment banking or securities business and that it is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") or, if we are not such a member, that we are a foreign dealer not eligible for membership in the NASD and that we will not offer or sell any Common Shares in, or to persons who are nationals or residents of, the United States of America. In making sales of Common Shares, if we are such a member, we agree to comply with all applicable rules of the NASD, including, without limitation, the NASD's Interpretation with respect to Free-Riding and Withholding and Rule 2740 of the NASD's Conduct Rules, or if we are a foreign dealer, we agree to comply with such Interpretation and Rules 2730, 2740 and 2750 as though we were such a member, and with Rule 2420 as that Rule applies to a nonmember broker or dealer in a foreign country. (b) The public offering price of the Common Shares is $10.00 per share. You will pay to us a commission of ____ percent (__%) of the gross proceeds from the sale of each Common Share sold by the Offeror pursuant to a subscription agreement in the form attached to the Managing Dealer Agreement (a "Subscription") solicited by us; provided, that no commission shall be paid with respect to Common Shares sold to investors who have been identified by the Offeror in writing to you prior to the Closing Date, up to a maximum of 400,000 Common Shares. Payment will be made promptly on the Initial Closing Date or any Subsequent Closing Date; provided, however, that in the event that a sale of Common Shares for which you have solicited a Subscription shall not occur, whether be reason of the failure of any condition specified herein or in the Managing Dealer Agreement, no commission or payment in respect thereof shall be due. Commissions will be payable only with respect to transactions lawful in the jurisdiction where they occur and will be payable on the Closing Date. (c) We agree to submit on behalf of each investor desiring to purchase Common Shares, a Subscription in form and substance satisfactory to the Offeror and all documents, if any, required under state securities laws. We shall ascertain that each Subscription has been properly completed. All payments for the Common Shares shall be made by check payable to the order of "Sun Trust Bank, Miami, N.A. as Escrow Agent - Coastal Community Group, Inc." and if any check is made payable to any other party, we promptly will return such check and the accompanying Subscription to the tendering investor. (d) We agree to submit, no later than noon of the first Business Day after receipt thereof, copies of completed Subscriptions and original checks received by us from investors to Sun Trust Bank, Miami, N.A., 777 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇e "Escrow Agent"). We agree to submit, no later than noon of the second Business Day after receipt thereof, copies of completed Subscriptions and copies of checks to you and original completed Subscriptions and copies of checks to the Offeror c/o Gunster, Yoak▇▇▇, ▇▇ld▇▇-▇▇▇▇▇ & ▇tew▇▇▇, ▇.A., One Biscayne Tower, Two South Biscayne Blvd., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇tention: Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇q. Subscriptions for Common Shares shall be made only during the period beginning on the date on which the Registration Statement becomes effective under the 1933 Act and ending on the Sales Termination Date. (e) We shall have no reasonable grounds to believe, on the basis of having received and examined the Prospectus, that all material facts are not adequately and accurately disclosed and provide a basis for evaluating an investment in the Offeror. (f) All subscriptions solicited by us will be strictly subject to confirmation by you and acceptance thereof by the Offeror. No person, including us, is authorized to give any information, written or oral, or make any representations, written or oral, in connection with the public offering offer and sale of the SecuritiesCommon Shares other than those contained (1) in the Prospectus in connection with the sale of any of the Common Shares or (2) in any supplemental sales material supplied or prepared by the Offeror and delivered to us by the Offeror for use in making offers of Common Shares. No Dealer is authorized to act as agent for you when offering any of the Common Shares to the public or otherwise, it being understood that each Dealer and Selected Dealer are independent contractors with you. Nothing herein contained shall constitute you or any other Selected Dealer an association or partner with you. (g) Upon release by you, we authorize you, in your discretion (i) to determine may offer the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others Common Shares at the public offering price; and, subject to the terms and conditions hereof. (ivh) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess You, on behalf of the Selected Dealers' concession Offeror, will provide us with such number of copies of the Prospectus and such number of copies of amendments and supplements thereto as you determinewe reasonably may request. If, You also will provide us with certain supplemental sales materials to be used by us in accordance connection with the terms solicitation of offering set forth Subscriptions for Common Shares. In the event we elect to use such supplemental sales material, we agree that such material shall not be used in connection with the solicitations of Common Shares unless accompanied or preceded by the prospectus as then currently in effect and as it may be amended or supplemented in the future. We agree that we will deliver a copy of the Prospectus, and any amendments or supplements thereto, to each person to whom we make an offer of Common Shares and that we will not disseminate or publish any advertisement (including, without limitation, any so-called tombstone advertisement or any advertisement relating to seminars) relating to our solicitation of subscribers for the Common Shares (1) the form of which has not been submitted to the NASD by the Offeror and (2) that has not been approved in writing by the Offeror. (i) Upon application to you, you will inform us as to the jurisdictions in which you believe the Common Shares have been qualified for sale under, or are exempt from the requirements of, the respective securities laws of such jurisdictions, but you assume no responsibility or obligation as to our right to sell the Common Shares in any jurisdiction. We agree that you may limit the number of offers and sales which may be made, or the number of Common Shares which may be sold, by us in any jurisdiction. We agree not to sell the Common Shares in any jurisdiction where such sale by us is prohibited. (j) We warrant and represent that we and our agents and employees are duly licensed to sell the Common Shares in those jurisdictions in which we do so. We further agree that we promptly will notify you of any changes in our status, or our agent's or employee's status, as a licensed broker-dealer in any jurisdiction in which we or our agent or employee has been offering or selling the Common Shares. (k) We confirm that we are familiar with Securities Act Release No. 4698 and Rule 15c2-8 under the 1934 Act, relating to the distribution of preliminary and final prospectuses. We further confirm that we have complied and will comply with Rule 15c2-8 concerning delivery of each preliminary prospectus and the Prospectus, and that we will furnish to persons who receive a confirmation of sale a copy of the Prospectus filed pursuant to Rule 424(b) or Rule 424(c) under the 1933 Act. We are aware of our statutory responsibilities under the 1933 Act, and you are authorized on our behalf to so advise the Commission. (l) We confirm that we are familiar with Rule 15c2-4 under the 1934 Act and NASD Notice to Members 98-4, relating to the offering of securities distributed on a best-efforts basis. We further confirm that we have complied and will comply with Rule 15c2-4 concerning the Securities is not at a fixed price but at varying prices set by individual Underwriters based deposit of subscribers' checks with the Escrow Agent. We are aware of our statutory responsibilities under the 1934 Act, and you are authorized on market prices our behalf to so advise the Commission. (m) In making any offer or at negotiated pricessale of the Common Shares, we shall comply with the provisions of clause (i) above relating to your right to change the public offering price 1933 Act and concessions and discounts to dealers the 1934 Act, we shall not applycomply with all of the provisions of this Agreement, and other references in this Section and elsewhere in this Agreement we shall take all necessary actions pursuant to instructions given by counsel to the public offering price Offeror or Selected Dealers' concession shall be deemed you or otherwise required to mean permit the prices offer and concessions determined by you from time sale of the Common Shares to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity comply with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit securities or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess "blue sky" laws of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf jurisdictions in making all arrangements for the solicitation of which we make offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each sales of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldCommon Shares.

Public Offering. (a) In connection with the public offering of the Securities, we authorize you, in your discretion: (ia) to determine the time of the initial public offering, the initial public offering price, the purchase price of the Securities to the Underwriters, and the concessions and discounts to Selected Dealers (as defined below), to change the public offering price and the such concessions and discounts (and we agree to dealers after the initial public offeringbe bound by any such change), to furnish the Company with the information to be included in the Registration Statement and any amendment or Prospectus supplement thereto with respect to the terms of the offering, and to determine all matters relating to advertising and communications with dealers or Selected Dealers and others; (iib) to reserve for sale to dealers selected by you you, among whom any of the Underwriters may be included ("Selected Dealers"), who shall be either (i) members of the National Association of Securities Dealers, Inc. (the "Association") who agree in writing to comply with Rule 2740 of the Association's Conduct Rules or (ii) foreign dealers not eligible for membership in the Association who agree in writing not to make sales within the United States, its territories or possessions or to persons who are citizens or residents therein, to comply with the Association's Interpretation with Respect to Free-Riding and Withholding, and to comply with Rules 2730, 2740, 2420 (as such Rules apply to foreign non-members of the Association) and 2750 of the Association's Conduct Rules, and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securitiesthe Securities to be purchased by us, which such reservations for sales to Selected Dealers to be in such proportions as you may determine and such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, Underwriters unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, time to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iiic) to sell reserved Securities, Securities as nearly as practicable in proportion to the respective reservations, (i) to Selected Dealers, under Selected Dealers Agreements in substantially the form attached hereto as Exhibit B or otherwise, at the public offering price less the applicable Selected Dealers' concession concession, and (ii) to others at the public offering price; and (ivd) to buy Securities for our account from Selected Dealers at the initial public offering price less such amount not in excess of the applicable Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not applyAfter, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consentonly after, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of the offering as set forth in the Prospectus or any amendment or supplement thereto such of our the Securities to be purchased by us as you advise us are not reserved. Any Securities sold by us (otherwise than through you) We will comply with any and all restrictions which you purchase in the open market for the account of any Underwriter will may be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement Invitation. The initial public advertisement with respect to the Securities shall be reduced in appear on such date, and shall include the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation names of such Underwriters shall be reduced by of the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be roundedUnderwriters, as you shall may determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the public offering of the Securities, we authorize you, in your discretion: (ia) to determine the time of the initial public offering, the initial public offering price, the purchase price of the Securities to the Underwriters, and the concessions and discounts to Selected Dealers (as defined below) to change the public offering price and the such concessions and discounts (and we agree to dealers after the initial public offeringbe bound by any such change), to furnish the Company with the information to be included in the Registration Statement and any amendment or Prospectus supplement thereto with respect to the terms of the offering, and to determine all matters relating to advertising and communications with dealers or Selected Dealers and others; (iib) to reserve for sale to dealers selected by you you, among whom any of the Underwriters may be included ("Selected Dealers"), who shall be either (i) members of the National Association of Securities Dealers, Inc. (the "Association") who agree in writing to comply with Section 24 of Article III of the Association's Rules of Fair Practice or (ii) foreign dealers not eligible for membership in the Association who agree in writing not to make sales within the United States, its territories or possessions or to persons who are citizens or residents therein, to comply with the Association's Interpretation with Respect to Free-Riding and Withholding, and to comply with Sections 8, 24, 25 (as such Sections apply to foreign non-members of the Association) and 36 of Article III of the Association's Rules of Fair Practice, and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our Securitiesthe Securities to be purchased by us, which such reservations for sales to Selected Dealers to be in such proportions as you may determine and such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, Underwriters unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, time to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iiic) to sell reserved Securities, Securities as nearly as practicable in proportion to the respective reservations, (i) to Selected Dealers, under Selected Dealers Agreements in substantially the form attached hereto as Exhibit B or otherwise, at the public offering price less the applicable Selected Dealers' concession concession, and (ii) to others at the public offering price; and (ivd) to buy Securities for our account from Selected Dealers at the initial public offering price less such amount not in excess of the applicable Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not applyAfter, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consentonly after, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of the offering as set forth in the Prospectus or any amendment or supplement thereto such of our the Securities to be purchased by us as you advise us are not reserved. Any Securities sold by us (otherwise than through you) We will comply with any and all restrictions which you purchase in the open market for the account of any Underwriter will may be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement Invitation. The initial public advertisement with respect to the Securities shall be reduced in appeal on such date, and shall include the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation names of such Underwriters shall be reduced by of the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be roundedUnderwriters, as you shall may determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. (a) In connection with the The initial public offering of the Securities, we authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offering, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), all or any part of our SecuritiesUnits, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to shall be made as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, may be made on the date on which the Registration Statement becomes effective or as soon thereafter as in your judgment shall be practicable. The initial public offering prices for the Units shall be as shown on the cover page of the Prospectus. We authorize you to determine the form of any advertisement of the Units and the form of agreements, if any, with dealers. We also authorize you to manage any such public offering and to act as manager under agreements with dealers. We authorize you to reserve for sale, sell and deliver, on our behalf and for our account, to dealers (who may include any Underwriter) selected by you (herein sometimes referred to as the "Selected Dealers"), who are members of the National Association of Securities Dealers, Inc. (the "NASD") or to foreign banks, dealers and institutions not registered under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") which agree to make no sales within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, and in making sales to comply with the NASD's Interpretation With Respect to Free Riding and Withholding, and to such persons other than dealers as you shall select, such number of Units purchased by us from the Company as you shall determine. Such reservations and sales to Selected Dealers and other persons for the respective accounts of the several Underwriters shall be made as you may determine. The concessions to be allowed to Selected Dealers and by them to be reallowed to others are specified in the form of Selected Dealer Agreement annexed hereto. If no Selected Dealer Agreement is entered into, we hereby authorize you to allow concessions not exceeding $_____ per Unit (no part of which may be reallowed) to any other dealer who is a member of the National Association of Securities Dealers, Inc. or is a foreign dealer. The concessions and reallowances may be allowed only to dealers who are members in good standing of said Association, or foreign banks, dealers or institutions not eligible for membership in said Association who agree to make no sales within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, and in making other sales, to comply with said Associations' Interpretation With Respect to Free-Riding and Withholding. Sales to others than such members or such foreign banks, dealers or institutions will be made at a fixed price but the public offering prices. You shall advise us promptly on the public offering date of the number of Units purchased by us which you have not reserved for sale to dealers or other persons. We will retain for direct sale all of such Units and, at varying prices set any time prior to the termination of this Agreement, you may reserve for sale to dealers and other persons additional Units retained by individual Underwriters based on market prices us and remaining unsold. We agree that whether or at negotiated prices, not any Selected Dealer Agreement with Selected Dealers is entered into we shall be governed by the provisions of clause the attached form of Selected Dealer Agreement (iexcept as otherwise expressly provided herein) above relating to your right to change during the public offering price and concessions and discounts to dealers shall term hereof, whether or not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or we are a Selected Dealers' concession shall be deemed to mean the prices and concessions determined by Dealer. Upon our request you may from time to time time, in your discretion, release to us for direct sale any Units reserved by you for sale to Selected Dealers and other persons on our behalf and not then sold, and any Units so released shall not thereafter be deemed reserved. Sales of Securities between Underwriters may be made with your If prior consentto, or as you deem advisable for Blue Sky purposes. After advice from you that within seven days after, the Securities are released for public offering, we will offer to the public in conformity with the terms termination of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities this Agreement any Units sold by us (otherwise other than through you) which Units sold by you purchase in the open market as Managing Underwriter for the account of an Underwriter pursuant to this Agreement or any Selected Dealer Agreement) shall be purchased by the Managing Underwriter or by any Underwriter will through the Managing Underwriter in the open market, then any of such Units shall be repurchased by us on demand at a price equal to the total cost of such purchase thereof including any taxes commissions and transfer taxes, if any, on redelivery, commissions, accrued interest and dividends. Securities The Units delivered on such repurchase need not be the identical certificates Units originally so purchased. In lieu of the repurchase of such action Units you may may, at your option (a) charge us an amount equal to the difference between the public offering prices and the cost prices to Selected Dealers of the Units so purchased, and any broker's commissions paid in your discretion connection with such purchase, or (b) sell for our account the Securities Units so purchased purchased, publicly or privately without notice at such prices and debit upon such terms and to such purchasers, including any of the several Underwriters, as you may determine, charging us the amount of any loss and expense or credit our account for crediting to us the loss or profit amount of any profit, less any expense, resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.

Public Offering. If no bids are received at either the Initial Bid End-Date or the Final Bid End-Date with a per share purchase price at least equal to the Valuation Amount, or if the sale of the applicable Transfer Shares is not able to be consummated by the Sale End-Date, then the Transferring Member shall have the right, but not the obligation, to sell the applicable Transfer Shares through the following underwritten public offering process (a “Public Offering”). (a) In connection If the Transferring Member desires to sell the applicable Transfer Shares in a Public Offering, the Transferring Member must provide the Company with written notice requesting that the public offering Company file a registration statement under the Securities Act covering the registration of the Securitiesapplicable Transfer Shares, we authorize you, in your discretion within fifteen (15) days from the last to occur of (i) the Initial Bid End-Date, if no bona fide bids are received with a per share purchase price at least equal to determine the time Valuation Amount, (ii) the Final Bid End-Date, if no bona fide final bids are received with a per share purchase price at least equal to the Valuation Amount, and (iii) the Sale End-Date, if the sale of the initial public offeringapplicable Transfer Shares is not able to be consummated by the Sale-End Date. (b) Upon receipt of such notice from the Transferring Member, the Company will promptly, and in no event less than ten (10) days of the receipt thereof, give written notice of the Transferring Member’s request to the Non-Transferring Member. The Non-Transferring Member shall, subject to the conditions set forth herein, have the right, by giving written notice to the Company within fifteen (15) days after receipt of the Company’s notice, to change include in such Public Offering such of its shares as it elects in such notice to the public offering price Company (the Transferring Member and the concessions Non-Transferring Member, if it elects to include some or all of its shares in the Public Offering, are referred to collectively as the “Selling Members” and discounts individually as a “Selling Member”). The Company shall also have the right, subject to dealers after the initial public offeringconditions set forth herein, to furnish include in such Public Offering any number of shares as it so elects. (c) The right of any Selling Member to include its shares in such registration will be conditioned upon such Selling Member’s participation in the underwriting and the inclusion of such Selling Member’s shares in the underwriting to the extent provided herein. Each Selling Member proposing to distribute its shares through such underwriting will enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in accordance with Section 9.3.10(g). (d) Notwithstanding anything to the contrary in the foregoing, if the managing underwriter advises the Company with that the information total amount of shares requested to be included in the Registration Statement Public Offering exceeds the amount that the underwriter in its discretion determines is compatible with the success of the Public Offering, then the Company will so advise each Selling Member that would otherwise have shares included in such Public Offering pursuant hereto, and the shares that may be included in the underwriting will be as follows (in the following order of priority): first, the applicable Transfer Shares; second, the shares included for sale by the Non-Transferring Member; and third, the shares included for sale by the Company. For the avoidance of doubt, no Transfer Shares shall be excluded unless and until all other shares of the Non-Transferring Member and the Company have been excluded. Any shares excluded or Prospectus withdrawn from such underwriting will be withdrawn from the registration (e) The Non-Transferring Member (if it is not also a Selling Member) shall have the right to purchase its pro-rata portion (based on its Percentage Interest at the time of the Public Offering) of the shares being sold in the Public Offering. (f) When required to effect the registration of any shares pursuant to this Section 9.3.10, the Company will, as expeditiously as possible (provided that if the Company furnishes to the Member(s) requesting such registration a copy of a resolution of the Board of Managers certified by the Secretary of the Company stating that in the good faith judgment of the Board of Managers it would be seriously detrimental to the Company and its Members for such registration statement to be filed at such time, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request for registration, provided further that such request may not be exercised more than one time in any twelve (12) month period): (1) prepare and file with the SEC a registration statement with respect to the terms of offeringapplicable Transfer Shares (and the other shares included by the other Selling Members and/or the Company) and use commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible, and keep such registration statement effective until the distribution contemplated in the registration statement has been completed, provided that prior to determine the filing of the registration statement with the SEC, the Company will have furnished counsel for each Member with copies of all matters documents proposed to be filed and obtained the approval of such counsel, which approval shall not be unreasonably withheld or delayed, in respect of all disclosures therein relating to advertising and communications with dealers or otherssuch Member; (2) notify each Selling Member of the effectiveness of the registration statement and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all shares covered by such registration statement; (3) furnish to each Selling Member (i) a draft copy of the registration statement and (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to otherssuch numbers of copies of a prospectus, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers)a preliminary prospectus, all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to conformity with the respective underwriting obligations requirements of the Underwriters, unless you agree to a smaller proportion at the request of any UnderwriterSecurities Act, and such other reservations documents as it may reasonably request in order to be in such proportions as you determine, and, from time to time, to add to facilitate the reserved Securities any Securities retained disposition of shares owned by us remaining unsold and to release to us any of our Securities reserved but not soldit; (iii4) use commercially reasonable efforts to sell reserved Securities(i) register and qualify the shares covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as may be reasonably requested by each Selling Member and do all other acts and things that may be necessary or desirable to enable the Selling Members to consummate their public sale or other disposition of the shares in such states, provided that the Company will not be required in connection therewith or as a condition thereto to qualify to do business, where not otherwise required, or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, and (ii) cause such shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the disposition of such shares; (5) enter into and perform its obligations under the underwriting agreement, in usual and customary form, with the managing underwriter of such offering and take such other actions as the underwriters reasonably deem necessary to expedite or facilitate the disposition of the shares (including, without limitation, effecting a stock split or combination or causing its officers to participate in “road shows”); (6) notify each Selling Member covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation of any proceedings by any Person to such effect, and promptly use commercially reasonable efforts to obtain the release of such suspension, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as nearly then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly furnish to each Selling Member copies of a supplement or amendment of such prospectus as practicable may be necessary to correct such misstatement or omission; (7) cause all such shares registered pursuant hereunder to be listed on a national securities exchange or the Nasdaq National Market (or, if the Company’s shares are already listed, on each securities exchange on which similar securities issued by the Company are then listed); (8) provide a transfer agent and registrar for all shares registered pursuant hereunder and a CUSIP number for all such shares, in proportion each case not later than the effective date of such registration and use commercially reasonable efforts to cause the respective reservations, transfer agent to Selected Dealers at remove restrictive legends on the public offering price less the Selected Dealers' concession and to others at the public offering pricesecurities covered by such registration; and (iv9) permit each Selling Member requesting such registration or their counsel, the managing underwriter, and the accountants and counsel to buy Securities the underwriters, to conduct a due diligence investigation of Company, including, without limitation, the inspection of properties of the Company and financial and other records and corporate proceedings and access to Company management and the Company Accountant to supply all information reasonably requested by each Selling Member, underwriters and their counsel. (g) Underwriters for our account the Public Offering shall be selected mutually by each Selling Member and the Company. Subject to Section 9.3.10(h), all expenses incurred by the Company in connection with registrations, filings and qualifications made for purposes of this Section 9.3.10, including, without limitation, all registration, filing and qualification fees (including “blue sky” fees), printer and accounting fees, and fees and disbursements of counsel for the Company, shall be borne by all Selling Members (and the Company, if the Company elects to include any shares in the Public Offering), on a pro rata basis based on the number of shares included in the Public Offering. (h) If the managing underwriter advises the Company that consummation of the Public Offering requires that the Company convert from Selected Dealers a limited liability company to a corporation, the Company will promptly take all actions, and the Members will approve all actions and cause the Board of Managers to approve all actions, reasonably necessary or useful for such conversion effective immediately prior to the closing of the Public Offering. AMD Member shall bear all necessary attorneys’, accountants’ and filing fees and expenses and any sales and/or transfer taxes incurred by the Company in connection with the conversion of the Company from a limited liability company to a corporation as part of the Public Offering. (i) Each Member shall furnish the Company and the managing underwriter with such information regarding itself, the shares held by it and such other information as reasonably requested by the Company or the managing underwriter in order to satisfy the requirements applicable to the registration of the Selling Members’ shares. (j) Any Transfer Shares sold pursuant to a Public Offering shall only be sold at the public offering a per share price less such amount not equal to or in excess of the Selected Dealers' concession as you determineValuation Amount. IfIf such a minimum price cannot be obtained, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is then a Public Offering cannot at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not applybe consummated, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession sale process shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securitiesconclude. (bk) We authorize you to act on our behalf in making all arrangements for In the solicitation event of offers to purchase Delayed Delivery Securities from a Public Offering, the Seller Company and each Selling Member will enter an indemnification agreement, pursuant to Delayed Delivery Contracts which the Company and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determineSelling Member, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable fullest extent permitted by law, will agree to indemnify and hold harmless each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation other and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligationcertain other persons from and against certain claims, there shall be credited to such Underwriter damages and expenses arising under applicable securities laws in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect theretoPublic Offering. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall Such indemnification agreement may, but need not, be charged to each Underwriter included in the proportion which the amount underwriting agreement referenced in clause (f)(5) of Securities of this Section 9.3.10 above and shall in any event contain usual and customary terms and conditions for such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldagreements.

Public Offering. (a) In connection with the public offering of the SecuritiesUnits, we you authorize youus, in your our discretion : (ia) to To determine the time and manner of the initial public offeringoffering (after the Registration Statement become effective), the initial public offering price, and the concessions and reallowances to dealers, to change the public offering price and the such concessions and discounts to dealers reallowances after the initial public offering, to furnish the Company with the information to be included in the Registration Statement and the Prospectus (and any amendment or Prospectus supplement thereto) with respect to the terms of the public offering, and to determine all matters relating to advertising the public advertisement of the Units and any communications with dealers or others; ; (iib) to To reserve all or any part of your Units for sale to retail purchasers (including institutions) and to dealers selected by you us ("Selected Dealers") among which may be included any Underwriter (including ourselves) and to otherseach of which shall be a member of the National Association of Securities Dealers, Inc., and each of which shall agree that in making sales to reserve purchasers in the United States it will conform to the Rules of Fair Practice of said Association (or, in the case of a foreign dealer not eligible for sale pursuant membership in such Association, which shall agree not to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealersreoffer, resell or deliver Units in the United States, its territories or its possessions, or to persons whom it has reason to believe are citizens thereof or residents therein), all or any part of our Securities, which such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are retail purchasers to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, Underwriters and such other reservations for sales to Selected Dealers to be in such proportions proportion as you we determine, and, and from time to time, time to add to the reserved Securities any Securities Units such Units retained by us you remaining unsold and to release to us you any of our Securities your Units reserved but not sold; (iiic) to To sell reserved Securities, Units as nearly as practicable in proportion to the respective reservationsreservations to retail purchasers at the public offering price, and to Selected Dealers at the public offering price less the Selected Dealers' Dealer's concession pursuant to the Selected Dealers Agreement in substantially the form attached; and to others at the public offering price; and (ivd) to To buy Securities Units for our your account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' Dealer's concession as you we may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.2

Public Offering. Ladies and Gentlemen: The undersigned understands that you propose to enter into an Underwriting Agreement (athe “Underwriting Agreement”) In connection with Univar Inc., a Delaware corporation (the “Company”) and the Selling Shareholders named in Schedule I to such agreement providing for a public offering (the “Public Offering”) of common stock, $0.01 par value (the “Stock”) of the Company (the “Shares”), pursuant to a Registration Statement on Form S-3 to be filed with the public offering Securities and Exchange Commission (the “SEC”). In consideration of the Securitiesagreement by you to offer and sell the Shares, we authorize youand of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, without your discretion (i) prior written consent, offer, sell, contract to determine the time sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the initial public offeringCompany, or any options or warrants to change purchase any shares of Stock of the public offering price and Company, or any securities convertible into, exchangeable for or that represent the concessions and discounts right to dealers after receive shares of Stock of the initial public offeringCompany, to furnish whether now owned or hereinafter acquired, owned directly by the Company with the information to be included in the Registration Statement undersigned (including holding as a custodian) or Prospectus with respect to which the terms undersigned has beneficial ownership within the rules and regulations of offering, and to determine all matters relating to advertising and communications with dealers or others; the SEC (ii) to reserve for sale to dealers selected by you (collectively the "Selected DealersUndersigned’s Shares") (other than the sale of any shares of Stock acquired after the Public Offering that is not required to be reported in any public report or filing with the SEC and regarding which the undersigned does not otherwise voluntarily effect any public filing or report). The foregoing restriction is expressly agreed to otherspreclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, and to reserve for sale pursuant to Delayed Delivery Contracts or grant of any right (including Delayed Delivery Contracts arranged by you through Selected Dealers), all without limitation any put or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iiicall option) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each any of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount Undersigned’s Shares or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant any security that includes, relates to, or derives any significant part of its value from such Shares. The Lock-Up Period will commence on the date hereof (the “Public Offering Date”) and continue for 60 days thereafter. Notwithstanding the foregoing, and subject to the Underwriting Agreement shall be credited to conditions below, the account of such Underwriter based upon undersigned may transfer the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.Undersigned’s Shares without your prior written consent:

Public Offering. (a) In connection with the public offering of the Securities, we We authorize you, in your discretion (i) to determine the time of the initial public offering, to change the public offering price and the concessions and discounts to dealers after the initial public offering, to furnish the Company with the information to be included in the Registration Statement or Prospectus with respect to the terms of offeringany Shares which we so agree to purchase, and to determine all matters relating to advertising and communications with dealers or others; (ii) to reserve for sale sale, and on our behalf to sell, to dealers selected by you (including you or any of the other Underwriters, such dealers so selected being hereinafter called "Selected Dealers") and to others, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers), others all or any part of our Securities, which reservations Shares as you may determine. Reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through persons other than Selected Dealers are to shall be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any an Underwriter, and such other reservations . Reservations for sales to Selected Dealers need not be in such proportions as you determine, and, from time to time, to add to the proportion. All sales of reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iii) to sell reserved Securities, Shares shall be as nearly as practicable in proportion to the respective reservationsreservations as calculated from day to day. In your discretion, from time to time, you may add to the reserved Shares any Shares retained by us remaining unsold, and you may upon our request release to us any of our Shares reserved but not sold. Any Shares so released shall not thereafter be deemed to have been reserved. Upon termination of this Agreement, or prior thereto at your discretion, you shall deliver to our account any of our Shares reserved but not sold and delivered, except that if the aggregate of all reserved but unsold and undelivered Shares is less than 265,000 Shares, you are authorized to sell such Shares for the accounts of the several Underwriters at such price or prices as you may determine. Sales of reserved Shares shall be made to Selected Dealers at the public offering price less the Selected Dealers' concession Concession pursuant to the Selected Dealer Agreement in substantially the form attached hereto, and to others at the public offering price; and (iv) . Underwriters and Selected Dealers may reallow a concession to other dealers as set forth in the Selected Dealer Agreement. 30 After advice from you that the Shares are released for sale to the public, we will offer to the public in conformity with the terms of the offering set forth in the Prospectus such of our Shares as you advise us are not reserved. We authorize you after the Shares are released for sale to the public, in your discretion, to change the public offering price of the Shares and the concession, and to buy Securities Shares for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession Concession as you may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities Shares between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky blue sky purposes. After advice from you We agree that the Securities are released for public offering, we will offer not sell to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) any accounts over which you purchase in the open market for the account of we exercise discretionary authority any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers Shares which we have agreed to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in under the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldAgreement.

Public Offering. If no bids are received at either the Initial Bid End-Date or the Final Bid End-Date with a per share purchase price at least equal to the Valuation Amount, or if the sale of the applicable Transfer Shares is not able to be consummated by the Sale End-Date, then the Transferring Member shall have the right, but not the obligation, to sell the applicable Transfer Shares through the following underwritten public offering process (a “Public Offering”). (a) In connection If the Transferring Member desires to sell the applicable Transfer Shares in a Public Offering, the Transferring Member must provide the Company with written notice requesting that the public offering Company file a registration statement under the Securities Act covering the registration of the Securitiesapplicable Transfer Shares, we authorize you, in your discretion within fifteen (15) days from the last to occur of (i) the Initial Bid End-Date, if no bona fide bids are received with a per share purchase price at least equal to determine the time Valuation Amount, (ii) the Final Bid End-Date, if no bona fide final bids are received with a per share purchase price at least equal to the Valuation Amount, and (iii) the Sale End-Date, if the sale of the initial public offeringapplicable Transfer Shares is not able to be consummated by the Sale-End Date. (b) Upon receipt of such notice from the Transferring Member, the Company will promptly, and in no event less than ten (10) days of the receipt thereof, give written notice of the Transferring Member’s request to the Non-Transferring Member. The Non-Transferring Member shall, subject to the conditions set forth herein, have the right, by giving written notice to the Company within fifteen (15) days after receipt of the Company’s notice, to change include in such Public Offering such of its shares as it elects in such notice to the public offering price Company (the Transferring Member and the concessions Non-Transferring Member, if it elects to include some or all of its shares in the Public Offering, are referred to collectively as the “Selling Members” and discounts individually as a “Selling Member”). The Company shall also have the right, subject to dealers after the initial public offeringconditions set forth herein, to furnish include in such Public Offering any number of shares as it so elects. (c) The right of any Selling Member to include its shares in such registration will be conditioned upon such Selling Member’s participation in the underwriting and the inclusion of such Selling Member’s shares in the underwriting to the extent provided herein. Each Selling Member proposing to distribute its shares through such underwriting will enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in accordance with Section 9.3.10(g). Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. (d) Notwithstanding anything to the contrary in the foregoing, if the managing underwriter advises the Company with that the information total amount of shares requested to be included in the Registration Statement Public Offering exceeds the amount that the underwriter in its discretion determines is compatible with the success of the Public Offering, then the Company will so advise each Selling Member that would otherwise have shares included in such Public Offering pursuant hereto, and the shares that may be included in the underwriting will be as follows (in the following order of priority): first, the applicable Transfer Shares; second, the shares included for sale by the Non-Transferring Member; and third, the shares included for sale by the Company. For the avoidance of doubt, no Transfer Shares shall be excluded unless and until all other shares of the Non-Transferring Member and the Company have been excluded. Any shares excluded or Prospectus withdrawn from such underwriting will be withdrawn from the registration (e) The Non-Transferring Member (if it is not also a Selling Member) shall have the right to purchase its pro-rata portion (based on its Percentage Interest at the time of the Public Offering) of the shares being sold in the Public Offering. (f) When required to effect the registration of any shares pursuant to this Section 9.3.10, the Company will, as expeditiously as possible (provided that if the Company furnishes to the Member(s) requesting such registration a copy of a resolution of the Board of Managers certified by the Secretary of the Company stating that in the good faith judgment of the Board of Managers it would be seriously detrimental to the Company and its Members for such registration statement to be filed at such time, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request for registration, provided further that such request may not be exercised more than one time in any twelve (12) month period): (1) prepare and file with the SEC a registration statement with respect to the terms of offeringapplicable Transfer Shares (and the other shares included by the other Selling Members and/or the Company) and use commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible, and keep such registration statement effective until the distribution contemplated in the registration statement has been completed, provided that prior to determine the filing of the registration statement with the SEC, the Company will have furnished counsel for each Member with copies of all matters documents proposed to be filed and obtained the approval of such counsel, which approval shall not be unreasonably withheld or delayed, in respect of all disclosures therein relating to advertising and communications with dealers or otherssuch Member; (2) notify each Selling Member of the effectiveness of the registration statement and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all shares covered by such registration statement; (3) furnish to each Selling Member (i) a draft copy of the registration statement and (ii) to reserve for sale to dealers selected by you ("Selected Dealers") and to otherssuch numbers of copies of a prospectus, and to reserve for sale pursuant to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealers)a preliminary prospectus, all or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to conformity with the respective underwriting obligations requirements of the Underwriters, unless you agree to a smaller proportion at the request of any UnderwriterSecurities Act, and such other reservations documents as it may reasonably request in order to be in such proportions as you determine, and, from time to time, to add to facilitate the reserved Securities any Securities retained disposition of shares owned by us remaining unsold and to release to us any of our Securities reserved but not soldit; (iii4) use commercially reasonable efforts to sell reserved Securities(i) register and qualify the shares covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as may be reasonably requested by each Selling Member and do all other acts and things that may be necessary or desirable to enable the Selling Members to consummate their public sale or other disposition of the shares in such states, provided that the Company will not be required in connection therewith or as a condition thereto to qualify to do business, where not otherwise required, or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, and (ii) cause such shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the disposition of such shares; (5) enter into and perform its obligations under the underwriting agreement, in usual and customary form, with the managing underwriter of such offering and take such other actions as the underwriters reasonably deem necessary to expedite or facilitate the disposition of the shares (including, without limitation, effecting a stock split or combination or causing its officers to participate in “road shows”); (6) notify each Selling Member covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation of any proceedings by any Person to such effect, and promptly use commercially reasonable efforts to obtain the release of such suspension, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as nearly then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly furnish to each Selling Member copies of a supplement or amendment of such prospectus as practicable may be necessary to correct such misstatement or omission; (7) cause all such shares registered pursuant hereunder to be listed on a national securities exchange or the Nasdaq National Market (or, if the Company’s shares are already listed, on each securities exchange on which similar securities issued by the Company are then listed); (8) provide a transfer agent and registrar for all shares registered pursuant hereunder and a CUSIP number for all such shares, in proportion each case not later than the effective date of such registration and use commercially reasonable efforts to cause the respective reservations, transfer agent to Selected Dealers at remove restrictive legends on the public offering price less the Selected Dealers' concession and to others at the public offering pricesecurities covered by such registration; and (iv9) permit each Selling Member requesting such registration or their counsel, the managing underwriter, and the accountants and counsel to buy the underwriters, to conduct a due diligence investigation of Company, including, without limitation, the inspection of properties of the Company and financial and other records and corporate proceedings and access to Company management and the Company Accountant to supply all information reasonably requested by each Selling Member, underwriters and their counsel. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. (g) Underwriters for our account the Public Offering shall be selected mutually by each Selling Member and the Company. Subject to Section 9.3.10(h), all expenses incurred by the Company in connection with registrations, filings and qualifications made for purposes of this Section 9.3.10, including, without limitation, all registration, filing and qualification fees (including “blue sky” fees), printer and accounting fees, and fees and disbursements of counsel for the Company, shall be borne by all Selling Members (and the Company, if the Company elects to include any shares in the Public Offering), on a pro rata basis based on the number of shares included in the Public Offering. (h) If the managing underwriter advises the Company that consummation of the Public Offering requires that the Company convert from Selected Dealers a limited liability company to a corporation, the Company will promptly take all actions, and the Members will approve all actions and cause the Board of Managers to approve all actions, reasonably necessary or useful for such conversion effective immediately prior to the closing of the Public Offering. AMD Member shall bear all necessary attorneys’, accountants’ and filing fees and expenses and any sales and/or transfer taxes incurred by the Company in connection with the conversion of the Company from a limited liability company to a corporation as part of the Public Offering. (i) Each Member shall furnish the Company and the managing underwriter with such information regarding itself, the shares held by it and such other information as reasonably requested by the Company or the managing underwriter in order to satisfy the requirements applicable to the registration of the Selling Members’ shares. (j) Any Transfer Shares sold pursuant to a Public Offering shall only be sold at the public offering a per share price less such amount not equal to or in excess of the Selected Dealers' concession as you determineValuation Amount. IfIf such a minimum price cannot be obtained, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is then a Public Offering cannot at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not applybe consummated, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession sale process shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securitiesconclude. (bk) We authorize you to act on our behalf in making all arrangements for In the solicitation event of offers to purchase Delayed Delivery Securities from a Public Offering, the Seller Company and each Selling Member will enter an indemnification agreement, pursuant to Delayed Delivery Contracts which the Company and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determineSelling Member, to the nearest $1,000 principal amount or whole share of the Securities. The fee payable fullest extent permitted by law, will agree to indemnify and hold harmless each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation other and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligationcertain other persons from and against certain claims, there shall be credited to such Underwriter damages and expenses arising under applicable securities laws in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect theretoPublic Offering. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall Such indemnification agreement may, but need not, be charged to each Underwriter included in the proportion which the amount underwriting agreement referenced in clause (f)(5) of Securities of this Section 9.3.10 above and shall in any event contain usual and customary terms and conditions for such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldagreements.

Public Offering. (a) In connection with the public offering of the SecuritiesUnits, we you authorize youus, in your our discretion: (ia) to To determine the time and manner of the initial public offeringoffering (after the Registration Statement becomes effective), the initial public offering price, and the concessions and reallowances to dealers, to change the public offering price and the such concessions and discounts to dealers reallowances after the initial public offering, to furnish the Company with the information to be included in the Registration Statement and the Prospectus (and any amendment or Prospectus supplement thereto) with respect to the terms of the public offering, and to determine all matters relating to advertising the public advertisement of the Units and any communications with dealers or others; (iib) to To reserve all or any part of your Units for sale to retail purchasers (including institutions) and to dealers selected by you us ("Selected Dealers") among which may be included any Underwriter (including ourselves) and to otherseach of which shall be a member of the National Association of Securities Dealers, Inc., and each of which shall agree that in making sales to reserve purchasers in the United States it will conform to the Rules of Fair Practice of said Association (or, in the case of a foreign dealer not eligible for sale pursuant membership in such Association, which shall agree not to Delayed Delivery Contracts (including Delayed Delivery Contracts arranged by you through Selected Dealersreoffer, resell or deliver Units in the United States, its territories or its possessions, or to persons whom it has reason to believe are citizens thereof or residents therein), all or any part of our Securities, which such reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are retail purchasers to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, Underwriters and such other reservations for sales to Selected Dealers to be in such proportions proportion as you we determine, and, and from time to time, time to add to the reserved Securities any Securities Units such Units retained by us you remaining unsold and to release to us you any of our Securities your Units reserved but not sold; (iiic) to To sell reserved Securities, Units as nearly as practicable in proportion to the respective reservationsreservations to retail purchasers at the public offering price, and to Selected Dealers at the public offering price less the Selected Dealers' Dealer's concession and pursuant to others at the public offering priceSelected Dealers Agreement in substantially the form attached; and (ivd) to To buy Securities Units for our your account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' Dealer's concession as you we may determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you us that the Securities Units are released for public offering, we you will offer to the public in conformity with the terms of offering set forth in the Prospectus Prospectus, or any amendment or supplement, such of our Securities your Units as we advise you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in You recognize the open market for the account importance of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess broad distribution of the Selected Dealers' concession with respect Units among bona fide investors and you agree to use your best efforts to obtain such Securities. (b) We authorize you broad distribution and to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determineend, to the nearest $1,000 principal amount or whole share of extent you deem practicable, to give priority to small orders. In offering the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant to the Underwriting Agreement shall be credited to the account of such Underwriter based upon the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable Units to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged we will take such action as we deem appropriate to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and soldeffect a broad distribution.

Public Offering. Ladies and Gentlemen: The undersigned understands that you propose to enter into an Underwriting Agreement (athe “Underwriting Agreement”) In connection with Univar Inc., a Delaware corporation (the “Company”) and the Selling Shareholders named in Schedule I to such agreement providing for a public offering (the “Public Offering”) of common stock, $0.01 par value (the “Stock”) of the Company (the “Shares”), pursuant to a Registration Statement on Form S-3 to be filed with the public offering Securities and Exchange Commission (the “SEC”). In consideration of the Securitiesagreement by you to offer and sell the Shares, we authorize youand of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, without your discretion (i) prior written consent, offer, sell, contract to determine the time sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the initial public offeringCompany, or any options or warrants to change purchase any shares of Stock of the public offering price and Company, or any securities convertible into, exchangeable for or that represent the concessions and discounts right to dealers after receive shares of Stock of the initial public offeringCompany, to furnish whether now owned or hereinafter acquired, owned directly by the Company with the information to be included in the Registration Statement undersigned (including holding as a custodian) or Prospectus with respect to which the terms undersigned has beneficial ownership within the rules and regulations of offering, and to determine all matters relating to advertising and communications with dealers or others; the SEC (ii) to reserve for sale to dealers selected by you (collectively the "Selected DealersUndersigned’s Shares") (other than the sale of any shares of Stock acquired after the Public Offering that is not required to be reported in any public report or filing with the SEC and regarding which the undersigned does not otherwise voluntarily effect any public filing or report). The foregoing restriction is expressly agreed to otherspreclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, and to reserve for sale pursuant to Delayed Delivery Contracts or grant of any right (including Delayed Delivery Contracts arranged by you through Selected Dealers), all without limitation any put or any part of our Securities, which reservations for sales to others and for sales pursuant to Delayed Delivery Contracts not arranged through Selected Dealers are to be as nearly as practicable in proportion to the respective underwriting obligations of the Underwriters, unless you agree to a smaller proportion at the request of any Underwriter, and such other reservations to be in such proportions as you determine, and, from time to time, to add to the reserved Securities any Securities retained by us remaining unsold and to release to us any of our Securities reserved but not sold; (iiicall option) to sell reserved Securities, as nearly as practicable in proportion to the respective reservations, to Selected Dealers at the public offering price less the Selected Dealers' concession and to others at the public offering price; and (iv) to buy Securities for our account from Selected Dealers at the public offering price less such amount not in excess of the Selected Dealers' concession as you determine. If, in accordance with the terms of offering set forth in the Prospectus, the offering of the Securities is not at a fixed price but at varying prices set by individual Underwriters based on market prices or at negotiated prices, the provisions of clause (i) above relating to your right to change the public offering price and concessions and discounts to dealers shall not apply, and other references in this Section and elsewhere in this Agreement to the public offering price or Selected Dealers' concession shall be deemed to mean the prices and concessions determined by you from time to time in your discretion. Sales of Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. After advice from you that the Securities are released for public offering, we will offer to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not reserved. Any Securities sold by us (otherwise than through you) which you purchase in the open market for the account of any Underwriter will be repurchased by us on demand at a price equal to the total cost of such purchase including any taxes on redelivery, commissions, accrued interest and dividends. Securities delivered on such repurchase need not be the identical certificates so purchased. In lieu of such action you may in your discretion sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, or charge our account with an amount not in excess of the Selected Dealers' concession with respect to such Securities. (b) We authorize you to act on our behalf in making all arrangements for the solicitation of offers to purchase Delayed Delivery Securities from the Seller pursuant to Delayed Delivery Contracts and we agree that all such arrangements will be made only through you, directly or through Selected Dealers (including Underwriters acting as Selected Dealers) to whom you may pay a commission as provided in the Prospectus and herein. The obligation of each any of the Underwriters to purchase and pay for Securities as set forth in the Underwriting Agreement shall be reduced in the proportion provided for therein, except that (i) as to any Delayed Delivery Contract determined by you, in your discretion, to have been directed and allocated by a purchaser to a particular Underwriter, such obligation of such Underwriters shall be reduced by the amount of Delayed Delivery Securities covered thereby, (ii) as to any Delayed Delivery Contracts for which arrangements are made through Selected Dealers, such obligation of each Underwriter shall be reduced as nearly as practicable in the proportion determined by you that the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold, and (iii) such reductions shall be rounded, as you shall determine, to the nearest $1,000 principal amount Undersigned’s Shares or whole share of the Securities. The fee payable to each Underwriter with respect to Delayed Delivery Securities pursuant any security that includes, relates to, or derives any significant part of its value from such Shares. The Lock-Up Period will commence on the date hereof (the “Public Offering Date”) and continue for 30 days thereafter. US-DOCS\87094645.11 Notwithstanding the foregoing, and subject to the Underwriting Agreement shall be credited to conditions below, the account of such Underwriter based upon undersigned may transfer the amount by which such Underwriter's underwriting obligation is reduced as specified in the preceding paragraph. If the amount of Delayed Delivery Securities applied to reduce an Underwriter's underwriting obligation and the amount of Securities sold by or for the account of such Underwriter exceeds such Underwriter's underwriting obligation, there shall be credited to such Underwriter in connection with such excess amount of Securities only the amount of the Selected Dealers' concession with respect thereto. The commissions payable to Selected Dealers in respect of Delayed Delivery Contracts arranged through them shall be charged to each Underwriter in the proportion which the amount of Securities of such Underwriter reserved and sold pursuant to Delayed Delivery Contracts arranged through Selected Dealers bears to the total Securities so reserved and sold.Undersigned’s Shares without your prior written consent: